Common use of Optional Purchase of All Receivables Clause in Contracts

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account and the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts. Upon such payment, the Seller, at their option, Servicer shall succeed to and own all interests in and to the payment of the Optional Purchase AmountTrust. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit Noteholders in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account and the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the Seller, at their option, Servicer shall succeed to and own all interests in and to the payment of the Optional Purchase AmountTrust. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit Noteholders in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 5% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the Owner Holding following Payment Date the Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beTrustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected and shall deposit or cause into the Collection Account on the related Deposit Date an amount equal to the aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period), less the Reserve Fund Amount, which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited, pursuant to Section 5.6, deposited in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Fund and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds and all amounts due to the distributions required to be made pursuant to Section 5.7 Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Distribution Date on which Notes plus all amounts due to the optional purchase occurs Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and Asset Representations Reviewer Fees. Upon such payment, the Seller shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Payment Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account and the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the Owner Holding following Payment Date the Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beTrustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected and shall deposit or cause to be deposited, pursuant to Section 5.6, in into the Collection Account on the Business Day prior to the related Payment Date an amount equal to the aggregate Purchase Price for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period) (the “Optional Purchase AmountPrice”). Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option on any Payment Date unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the greater sum of (i) the amount necessary to pay the full amount Note Balance as of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and Payment Date, (ii) accrued but unpaid interest on each Class of Notes at the related Interest Rate, (iii) all amounts due to the Servicer in respect of its servicing compensation, any unreimbursed Advances and Nonrecoverable Advances and all accrued but unpaid amounts owing to the Trustees, any Backup Servicer and the Administrator. The aggregate Principal Balance amount so deposited in respect of such Payment Date, plus, to the extent necessary, all other Available Funds, shall be used to make payments in full to the Noteholders in the manner set forth in Section 5.04. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed in whole but not in part on the related Payment Date for the Redemption Price. The obligations of the Servicer under this Agreement, except pursuant to Article Seven, shall terminate upon the purchase of the Receivables by the Servicer under this Section. The Servicer agrees to give the Indenture Trustee notice, at least 30 days prior to the Payment Date on which such purchase is to be effected, that the Servicer reasonably believes that the Pool Balance will be less than or equal to 10% of the Cutoff Date Pool Balance as of the last day of the related Collection Period. Collected Funds received after the last day of the current Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of that the Servicer and expects (but is not obligated) to provide the Seller, and distributed by notice required in the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment first paragraph of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional and thereafter to purchase does not occur on the related Distribution Date Trust Estate (either because less other than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account Reserve Account) as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit provided in the Reserve Account remaining after giving effect to the application first paragraph of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreementthis Section.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% of the Original Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that Accounts and the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesCertificate Distribution Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust other than in the Trust Accounts and the Certificate Distribution Account, such value to be depositeddetermined by an appraiser mutually agreed upon by the Servicer, pursuant the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to Section 5.6be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account an amount (pursuant to the “Optional Purchase Amount”) second preceding sentence is greater than or equal to the greater sum of (i) the amount necessary to pay the full amount outstanding principal balance of principal and interest then due and payable on the Notes after giving effect and all accrued but unpaid interest (including any overdue interest) thereon and the Certificate Balance. The Purchase Amount and any Yield Supplement Amounts for such Payment Date, plus to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs Account, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to the make payments in full to Noteholders and Certificateholders in accordance with the Trust Agreementmanner set forth in Article IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Holding Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Trust Accounts; provided, however, that Optional Purchase Price (the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes“Optional Purchase”). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as the case may be, shall deposit or cause of which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 5.05 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater Optional Purchase Price (or the deposit in cash of (i) such lesser amount as provided in Section 9.01(b)), and shall succeed to all interests in and to the Trust Estate and the Owner Trust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Mxxxx’x, or if NMAC shall then be unrated by Mxxxx’x, then the rating of Nissan Capital of America, Inc., is less than “Ba1” by Mxxxx’x, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to pay purchase the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance corpus of the Receivables as Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beBackup Servicer, shall deposit or cause to be depositedthe Owner Trustee, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus all amounts due to the Seller, as applicable, or may be applied by Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 510% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance fair market value of the Receivables Trust Estate (as of defined in the last day of Indenture) other than the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase AmountReserve Account. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% the product of (i) the Original Optional Purchase Percentage, and (ii) the Initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that Accounts and the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesCertificate Distribution Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the 15th day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust other than in the Trust Accounts and the Certificate Distribution Account, such value to be depositeddetermined by an appraiser mutually agreed upon by the Servicer, pursuant the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to Section 5.6be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account an amount (pursuant to the “Optional Purchase Amount”) second preceding sentence is greater than or equal to the greater sum of (i) the amount necessary to pay the full amount outstanding principal balance of principal and interest then due and payable on the Notes after giving effect and all accrued but unpaid interest (including any overdue interest) thereon and the Certificate Balance. The Purchase Amount, any Negative Carry Amounts and any Yield Supplement Amounts for such Payment Date, plus to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs Account, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to the make payments in full to Noteholders and Certificateholders in accordance with the Trust Agreementmanner set forth in Article IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% of the Original Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that Accounts and the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesCertificate Distribution Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust other than in the Trust Accounts and the Certificate Distribution Account, such value to be depositeddetermined by an appraiser mutually agreed upon by the Servicer, pursuant the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to Section 5.6be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account an amount (pursuant to the “Optional Purchase Amount”) second preceding sentence is greater than or equal to the greater sum of (i) the amount necessary to pay the full amount outstanding principal balance of principal and interest then due and payable on the Notes after giving effect and all accrued but unpaid interest (including any overdue interest) thereon and the Certificate Balance. The Purchase Amount, any Negative Carry Amounts and any Yield Supplement Amounts for such Payment Date, plus to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs Account, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to the make payments in full to Noteholders and Certificateholders in accordance with the Trust Agreementmanner set forth in Article IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, On any Payment Date on or after the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 510% of the Original Pool Collateral Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts. To exercise such option, the Servicer shall (subject to the proviso below) deposit in the Collection Account pursuant to Section 5.6 an amount equal to the fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and aggregate outstanding Note Balance, (ii) accrued and unpaid interest on the aggregate Principal Balance Notes, and (iii) the unpaid expenses of the Trust, including without limitation expenses incurred by the Trust in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the fair market value of the Receivables as of and written instructions from the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be propertyServicer, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee shall direct the Custodian to release (and the Custodian shall promptly release) to the Servicer or its designee the Sellerrelated Receivables Files and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as applicable, or may be applied are prepared by the Seller and delivered to the Indenture Trustee and necessary to vest in the Servicer or the Seller, at their option, such designee title to the payment Grantor Trust Certificate. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of Indenture, the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur Securityholders shall on the related Distribution Payment Date (either because less than receive the entire Optional Purchase Amount is deposited payments of interest and principal that would be due to the Collection Account in order Securityholders on such Payment Date as if such option to effect purchase the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Owner Trust AgreementEstate had never been exercised.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 510% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust AccountsAccounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesClass A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and amounts due to the Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Custodian, the Designated Backup Subservicer and the Owner Trustee hereunder or under the Trust Agreement. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, 5.6 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Insurer (as the Controlling Party) and the Trust Collateral Agent or such amount as the Servicer, Insurer and Trust Collateral Agent may mutually agree, and shall succeed to all interests in and to the Trust. If the Servicer does not exercise its rights with respect to the optional purchase on the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and one twelfth, (ii) 0.50% and (iii) the aggregate Principal Balance of outstanding principal balance on the Receivables Class A-3 Notes as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the such Distribution Date on which such optional purchase occurs shall be property, and for the account, pursuant to clause (xi) under Section 5.7 herein. The Policy does not guarantee payment of the Servicer and the Seller, and distributed by the Indenture Trustee any additional amounts that become due to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, Class A-3 Notes pursuant to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreementimmediately preceding sentence.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account, the following sentence) shall be sufficient to pay Reserve Account or the full amount of principal and interest then due and payable on the NotesSecondary Reserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Account or the Secondary Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect and Secondary Reserve Account, shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beBackup Servicer, shall deposit or cause to be depositedthe Owner Trustee, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus all amounts due to the Seller, as applicable, or may be applied by Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, On any Payment Date on or after the last day of any Collection Period as of which the Pool Collateral Balance shall be less than or equal to 510% of the Original Pool Collateral Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts. To exercise such option, the Servicer shall (subject to the proviso below) deposit in the Collection Account pursuant to Section 5.6 an amount equal to the fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and aggregate outstanding Note Balance, (ii) accrued and unpaid interest on the aggregate Principal Balance Notes, and (iii) the unpaid expenses of the Trust, including without limitation expenses incurred by the Trust in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the fair market value of the Receivables as of and written instructions from the last day of Servicer, the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs Trustee shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee release to the Servicer or its designee the Sellerrelated Receivables Files and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as applicable, or may be applied are prepared by the Seller and delivered to the Trustee and necessary to vest in the Servicer or the Seller, at their option, such designee title to the payment Receivables including a Trustee’s Certificate in the form of Exhibit F-2. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of Indenture, the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur Securityholders shall on the related Distribution Payment Date (either because less than receive the entire Optional Purchase Amount is deposited payments of interest and principal that would be due to the Collection Account in order Securityholders on such Payment Date as if such option to effect purchase the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Owner Trust AgreementEstate had never been exercised.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Holding Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Trust Accounts; provided, however, that Optional Purchase Price (the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes"Optional Purchase"). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as the case may be, shall deposit or cause of which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 5.05 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater Optional Purchase Price (or the deposit in cash of (i) such lesser amount as provided in Section 9.01(b)), and shall succeed to all interests in and to the Trust Estate and the Owner Trust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Moody's, or if NMAC shall then be unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less then "Ba1" by Moody's, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to pay purchase the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance corpus of the Receivables as Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, On any Payment Date on or after the last day of any Collection Period as of which the Pool Collateral Balance shall be less than or equal to 510% of the Original Pool Collateral Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust AccountsAccounts (with the consent of the Note Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing under the Insurance Agreement remaining unpaid). To exercise such option, the Servicer shall (subject to the proviso below) deposit in the Collection Account pursuant to Section 5.6 an amount equal to the fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Note Insurer and the Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and aggregate outstanding Note Balance, (ii) the aggregate Principal Balance outstanding Residual Certificate Notional Balance, (iii) accrued and unpaid interest on the Notes, (iv) any accrued and unpaid Residual Certificate Interest Distributable Amount, (v) any unpaid Supplemental Residual Certificate Distribution, and (vi) the unpaid expenses of the Trust and the Note Insurer (and any expense reimbursements due to any Person under the Insurance Agreement), including without limitation expenses incurred by the Trust and the Note Insurer in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the fair market value of the Receivables and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables Files and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivables including a Trustee's Certificate in the form of Exhibit F-2. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the last day of Indenture, the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs Securityholders shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Payment Date (either because less than receive the entire Optional Purchase Amount is deposited payments of interest and principal that would be due to the Collection Account in order Securityholders on such Payment Date as if such option to effect purchase the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Owner Trust AgreementEstate had never been exercised.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be depositedthe Indenture Trustee, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Insurer and the distributions required Rating Agencies no later than thirty (30) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Servicer and Collection Account, the SellerNote Payment Account, and distributed the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee, the Indenture Trustee and the Insurer; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus the Certificate Balance plus all accrued but unpaid interest (including any overdue interest) on the Certificates plus all amounts due to the Insurer under the Transaction Documents or the SellerPolicy. Upon such payment, as applicable, or may be applied by the Servicer or shall succeed to and own all interests in and to the SellerTrust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Account, shall be used to make payments in full to the application of Available Funds Noteholders, the Certificateholders and the distributions required to be made pursuant to Section 5.7 on Insurer in the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the Owner Holding following Distribution Date the Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Trustees and the distributions required Rating Agencies, not fewer than ten nor more than 30 days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall deposit into the Collection Account on the related Deposit Date an amount equal to the aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period), less the Reserve Fund Amount, which funds shall be property, and for transferred from the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to Reserve Fund into the Collection Account. If any Person deposits all or a portion of Notwithstanding the Optional Purchase Amount foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account in connection (together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Fund and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds and all amounts due to the distributions required to be made pursuant to Section 5.7 Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Seller shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date on which Date, plus, to the optional purchase occurs extent necessary, all amounts in the Reserve Fund, if any, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that Accounts and the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesCertificate Distribution Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust other than in the Trust Accounts and the Certificate Distribution Account, such value to be depositeddetermined by an appraiser mutually agreed upon by the Servicer, pursuant the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to Section 5.6be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account an amount (pursuant to the “Optional Purchase Amount”) second preceding sentence is greater than or equal to the greater sum of (i) the amount necessary to pay the full amount outstanding principal balance of principal and interest then due and payable on the Notes after giving effect and all accrued but unpaid interest (including any overdue interest) thereon and the Certificate Balance. The Purchase Amount, any Negative Carry Amount and any Yield Supplement Amounts for such Payment Date, plus to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs Account, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to the make payments in full to Noteholders and Certificateholders in accordance with the Trust Agreementmanner set forth in Article IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool Initial Aggregate Receivables Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding assets of the Trust Estate, other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, howeverInc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property held by the last day of Trust (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts and the Certificate Distribution Account) must be at least equal to the application aggregate Redemption Price of Available Funds the outstanding Notes to be redeemed with such proceeds plus the sum of the Certificate Balance and the distributions required to be made pursuant to Section 5.7 on Certificateholders' Interest Distributable Amount for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Trust (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, On any Payment Date on or after the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 510% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts. To exercise such option, the Servicer shall (subject to the proviso below) deposit in the Collection Account pursuant to Section 5.6 an amount equal to the fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and aggregate outstanding Note Balance, (ii) accrued and unpaid interest on the aggregate Principal Balance Notes, and (iii) the unpaid expenses of the Trust, including without limitation expenses incurred by the Trust in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the fair market value of the Receivables as of and written instructions from the last day of Servicer, the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs Trustee shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee release to the Servicer or its designee the Sellerrelated Receivables Files and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as applicable, or may be applied are prepared by the Seller and delivered to the Trustee and necessary to vest in the Servicer or the Seller, at their option, such designee title to the payment Receivables including a Trustee’s Certificate in the form of Exhibit F-2. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of Indenture, the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur Securityholders shall on the related Distribution Payment Date (either because less than receive the entire Optional Purchase Amount is deposited payments of interest and principal that would be due to the Collection Account in order Securityholders on such Payment Date as if such option to effect purchase the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Owner Trust AgreementEstate had never been exercised.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool Aggregate Starting Receivables Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the assets of the Owner Holding Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer’s long term unsecured debt rating from Xxxxx’x is equal to or higher than Baa3 at the time that it seeks to exercise such option, however, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer, each Trustee and the Agent. If the Servicer’s long term unsecured debt rating from Xxxxx’x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property contained in the last day of Owner Trust Estate (less the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall Liquidation Expenses to be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account incurred in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reasonrecovery thereof), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended such values to be madedetermined by an appraiser mutually agreed upon by the Servicer, prior each Trustee and the Agent; provided, in all events that such amount (when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts) must be at least equal to the application aggregate Redemption Price of Available Funds and the distributions required outstanding Notes to be made pursuant redeemed with such proceeds for, together with all Other Obligations accrued or to Section 5.7 on accrue and amounts due the Swap Counterparty through, the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

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

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the Owner Holding following Distribution Date the Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies, not fewer than ten nor more than 30 days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall deposit into the Collection Account on the related Deposit Date an amount equal to the aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period), less the Reserve Fund Amount, which funds shall be property, and for transferred from the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to Reserve Fund into the Collection Account. If any Person deposits all or a portion of Notwithstanding the Optional Purchase Amount foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account in connection (together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Fund and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds and all amounts due to the distributions required to be made pursuant to Section 5.7 Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Seller shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date on which Date, plus, to the optional purchase occurs extent necessary, all amounts in the Reserve Fund, if any, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of ------------------------------------ any Collection Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool BalanceAggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the assets of the Owner Holding Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, howeverInc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property contained in the last day of Owner Trust Estate (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts) must be at least equal to the application aggregate Redemption Price of Available Funds and the distributions required outstanding Notes to be made pursuant to Section 5.7 on redeemed with such proceeds for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be depositedthe Indenture Trustee, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Swap Counterparty and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances plus all amounts owed to the SellerSwap Counterparty under the Swap Agreement, at their optionincluding Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beBackup Servicer, shall deposit or cause to be depositedthe Owner Trustee, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus all amounts due to the Seller, as applicable, or may be applied by Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Original Pool Balancesuch purchase, the Servicer “Optional Purchase”) and the Seller other assets in the Trust Estate (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in Reserve Account) on any Payment Date if both of the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of conditions are satisfied: (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after , the last day Pool Balance has declined to 10% or less of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, Pool Balance as of the Servicer Cut-Off Date and (ii) the sum of the Optional Purchase Price and the SellerAvailable Collections for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, and distributed (B) interest then due on the Notes, (C) the aggregate Outstanding Note Balance of all of the Notes, as determined by the Indenture Trustee and (D) expenses (including indemnification amounts) due to the Servicer or Owner Trustee, the SellerIndenture Trustee, as applicablethe Administrator and the Servicer, or may be applied by which have not been previously paid. To exercise such option, the Servicer or the Seller, at their option, to the payment of shall deposit the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to Price into the Collection Account on the Business Day prior to such Payment Date. The Servicer shall furnish written notice of such election to the Indenture Trustee and the Owner Trustee not later than twenty (20) days (or such longer period as may be required by the Clearing Agency in connection with an optional purchase the Note Depository Agreement for notice in connection with a redemption of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited Notes) prior to the Collection Account in order to effect the optional purchase or for any other reason)Redemption Date. Following its receipt of such notice, then (i) the Indenture Trustee will return to each Person that deposited amounts promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Collection Account as Optional Purchase Amounts Noteholders of record on such date and (ii) the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with of record on such date. The purchase price for the Trust AgreementEstate (other than the Reserve Account) under this Section 6.6 shall be equal to the Optional Purchase Price. If the Servicer exercises its option to purchase the Trust Estate (other than the Reserve Account), the Notes shall be redeemed and in each case in whole but not in part on the Redemption Date for the Redemption Price.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Aggregate Principal Balance shall be less than or equal to 510% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust AccountsAccounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesClass A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and amounts due to the Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Custodian, the Designated Backup Subservicer and the Owner Trustee hereunder or under the Trust Agreement. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, 5.6 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Insurer (as the Controlling Party) and the Trust Collateral Agent or such amount as the Servicer, Insurer and Trust Collateral Agent may mutually agree, and shall succeed to all interests in and to the Trust. If the Servicer does not exercise its rights with respect to the optional purchase on the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and one twelfth, (ii) 0.50% and (iii) the aggregate Principal Balance of outstanding principal balance on the Receivables Class A-3 Notes as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the such Distribution Date on which such optional purchase occurs pursuant to clause (xi) under Section 5.7 herein. Such additional amounts shall not be property, and for included in the account, calculation of the Servicer and the Seller, and distributed by the Indenture Trustee Noteholders’ Monthly Interest Distributable Amount or in any other calculations derived therefrom. The Policy does not guarantee payment of any additional amounts that become due to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, Class A-3 Notes pursuant to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreementimmediately preceding sentence.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool Aggregate Starting Receivables Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the assets of the Owner Holding Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer’s long term unsecured debt rating from Xxxxx’x is equal to or higher than Baa3 at the time that it seeks to exercise such option, however, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer’s long term unsecured debt rating from Xxxxx’x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property contained in the last day of Owner Trust Estate (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts) must be at least equal to the application aggregate Redemption Price of Available Funds and the distributions required outstanding Notes to be made pursuant to Section 5.7 on redeemed with such proceeds for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool BalanceAggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the assets of the Owner Holding Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer’s long term unsecured debt rating from Xxxxx’x is equal to or higher than Baa3 at the time that it seeks to exercise such option, however, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer’s long term unsecured debt rating from Xxxxx’x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property contained in the last day of Owner Trust Estate (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts) must be at least equal to the application aggregate Redemption Price of Available Funds and the distributions required outstanding Notes to be made pursuant to Section 5.7 on redeemed with such proceeds for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the Owner Holding following Payment Date the Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beTrustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected and shall deposit or cause to be deposited, pursuant to Section 5.6, in into the Collection Account on the Business Day prior to the related Payment Date an amount equal to the aggregate Purchase Price for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period) (the “Optional Purchase Price”), less the Reserve Account Amount”, which funds shall be transferred from the Reserve Account to the Collection Account. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option on any Payment Date unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the greater sum of (i) the amount necessary to pay the full amount Note Balance as of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and Payment Date, (ii) accrued but unpaid interest on each Class of Notes at the related Interest Rate, (iii) all amounts due to the Servicer in respect of its servicing compensation, any unreimbursed Advances and Nonrecoverable Advances and all accrued but unpaid amounts owing to the Trustees, the Asset Representations Reviewer, any Backup Servicer and the Administrator. The aggregate Principal Balance amount so deposited in respect of such Payment Date, plus, to the extent necessary, all other Available Funds, shall be used to make payments in full to the Noteholders in the manner set forth in Section 5.04. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed in whole but not in part on the related Payment Date for the Redemption Price. The obligations of the Servicer under this Agreement, except pursuant to Article Seven, shall terminate upon the purchase of the Receivables by the Servicer under this Section. The Servicer agrees to give the Indenture Trustee notice, at least 30 days prior to the Payment Date on which such purchase is to be effected, that the Servicer reasonably believes that the Pool Balance will be less than or equal to 10% of the Cutoff Date Pool Balance as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of that the Servicer and expects (but is not obligated) to provide the Seller, and distributed by notice required in the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment first paragraph of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional and thereafter to purchase does not occur on the related Distribution Date Trust Estate (either because less other than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account Reserve Account) as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit provided in the Reserve Account remaining after giving effect to the application first paragraph of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreementthis Section.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust AccountsCollection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Fund and any Collateral Support Account. To exercise such option, the Seller shall notify the Depositor, the Master Servicer, the Owner Trustee, the Indenture Trustee, the Swap Counterparty and the Rating Agencies, not fewer than 15 nor more than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period); provided, however, that the Seller shall not be permitted to exercise such option unless the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, deposited in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Fund and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds and all amounts due to the distributions required to be made pursuant to Section 5.7 Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees plus all amounts owed to the Swap Counterparty, including Net Swap Payments and Swap Termination Payments, if any. Upon such payment, the Seller shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date on which Date, plus, to the optional purchase occurs extent necessary, all amounts in the Reserve Fund, if any, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Original Pool Balancesuch purchase, the Servicer “Optional Purchase”) and the Seller other assets in the Trust Estate (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentenceReserve Account) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount any Payment Date (the “Optional Purchase AmountDate”) equal to if both of the greater of following conditions are satisfied: (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after , the last day Pool Balance has declined to 5.0% or less of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, Pool Balance as of the Servicer Cut-Off Date and (ii) the sum of the Optional Purchase Price and the SellerAvailable Collections for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, and distributed (B) interest then due on the Notes, (C) the aggregate unpaid Note Balance of all of the Outstanding Notes as determined by the Indenture Trustee and (D) expenses (including indemnification amounts) due to the Servicer or Owner Trustee, the SellerIndenture Trustee, as applicablethe Administrator and the Servicer, or may be applied by which have not been previously paid. To exercise such option, the Servicer or the Seller, at their option, to the payment of shall deposit the Optional Purchase AmountPrice into the Collection Account on the Business Day prior to the Optional Payment Date. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion Servicer shall furnish written notice of its election to exercise the Optional Purchase Amount to the Collection Account. If any Person deposits all Indenture Trustee and the Owner Trustee not later than twenty (20) days (or such longer period as may be required by the Clearing Agency in connection with the Note Depository Agreement for notice in connection with a portion redemption of the Notes) prior to the Optional Purchase Amount to the Collection Account in connection with an optional purchase Date. Following its receipt of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date notice, (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then i) the Indenture Trustee will return to each Person that deposited amounts promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to the Collection Account as Optional Purchase Amounts Noteholders of record on such date and (ii) the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(aIssuer will promptly (but not later than 3 Business Days after it has received such notice) hereof, Section 5.6 provide notice of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent such election to the Certificateholders in accordance with of record on such date. The purchase price for the Trust AgreementEstate (other than the Reserve Account) under this Section 6.6 shall be equal to the Optional Purchase Price. If the Servicer exercises its option to purchase the Trust Estate (other than the Reserve Account), the Notes shall be redeemed and in each case in whole but not in part on the Optional Purchase Date for the Redemption Price.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Holding Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Trust Accounts; provided, however, that Optional Purchase Price (the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes“Optional Purchase”). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as the case may be, shall deposit or cause of which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 5.05 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater Optional Purchase Price (or the deposit in cash of such lesser amount as provided in Section 9.01(b)), and shall succeed to all interests in and to the Trust Estate and the Owner Trust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Mxxxx’x, or if NMAC shall then be unrated by Mxxxx’x, then the rating of Nissan Capital of America, Inc., is less than “Ba1” by Mxxxx’x, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained (iNissan _____ Sale and Servicing Agreement) therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to pay purchase the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance corpus of the Receivables as Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than thirty (30) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Account, shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beBackup Servicer, shall deposit or cause to be depositedthe Owner Trustee, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus all amounts due to the Seller, as applicable, or may be applied by Backup Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Distribution Date following the last day of any Collection Period as of which the Pool Balance shall be is 10% or less than or equal to 5% of the Original Pool Balance, the Transferor, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; providedAccounts and the Certificate Distribution Account. Notwithstanding the foregoing, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such optionTransferor, the Servicer or any successor to the SellerServicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3 by Moody's or BBB- by Standard & Poor's unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance or the Rating Agency is otherwise satisfied as evidenced by written notice from the Rating Agency to the Indenture Trustee. To exercise such option, on the related Deposit Date the Servicer shall deposit or cause to be deposited, pursuant to Section 5.6, 4.05(a) in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of (i) any such other property held by the amount necessary to pay Issuer other than the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Accounts and the distributions required Certificate Distribution Account, such value to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the SellerTrustees, and distributed by shall succeed to all interests in and to the Indenture Trustee Issuer. Notwithstanding the foregoing, the Transferor, the Servicer or any successor to the Servicer or shall not be permitted to exercise such option if the Seller, as applicable, or may amount to be applied by the Servicer or the Seller, at their option, distributed to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur Securityholders on the related Distribution Date (either because would be less than the entire Optional Purchase Note Distributable Amount is deposited and Certificate Distributable Amount. In the event that both the Transferor and the Servicer, or any successor to the Collection Account in order Servicer, elect to effect purchase the optional purchase or for any other reason)Receivables pursuant to this Section, then the party first notifying the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, (based on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(aIndenture Trustee's receipt of such notice) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by permitted to purchase the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that Accounts and the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesCertificate Distribution Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust other than in the Trust Accounts and the Certificate Distribution Account, such value to be depositeddetermined by an appraiser mutually agreed upon by the Servicer, pursuant the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to Section 5.6be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account an amount (pursuant to the “Optional Purchase Amount”) second preceding sentence is greater than or equal to the greater sum of (i) the amount necessary to pay the full amount outstanding principal balance of principal and interest then due and payable on the Notes after giving effect and all accrued but unpaid interest (including any overdue interest) thereon and the Certificate Balance. The Purchase Amount, any Negative Carry Amount and any Yield Supplement Amounts for such Payment Date, plus to the application of Available Funds and extent necessary all amounts in the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be propertySupplemental Reserve Account, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee plus to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs Account, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to the make payments in full to Noteholders and Certificateholders in accordance with the Trust Agreementmanner set forth in Article IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Servicer and Seller or the Seller (so long as it is Servicer, or any successor to the holder of any Certificates) each Servicer, shall have the option to purchase the corpus of the Owner Holding Trust Estate, other ; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Noteholders of any Class or Certificateholders would be less than the Trust Accounts; providedaggregate Outstanding Amount or Certificate Balance, howeveras the case may be, that plus the amount sum of (i) the Noteholders' Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Interest Carryover Shortfall with respect to be paid any Class of Notes, (iii) the Certificateholders' Interest Distributable Amount for such purchase the related Distribution Date and (as set forth in the following sentenceiv) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notesany unpaid Certificateholders' Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the SellerServicer, or any successor to the Servicer, as the case may be, shall deposit or cause notify the Owner Trustee and the Indenture Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 5.06 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (i) less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer, the Owner Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust Estate and the Owner Trust Estate. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Owner Trustee and Indenture Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Owner Trustee and the Indenture Trustee. Upon such deposit of the amount necessary to pay purchase the full amount corpus of principal and interest then due and payable on the Notes after giving effect Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the application of Available Funds and the distributions required to Receivables. The payment shall be made in the manner specified in Section 5.06, and shall be distributed pursuant to Section 5.7 on such date and (ii) 5.07. In the aggregate Principal Balance of event that both the Sellerand the Servicer, or any successor to the Servicer, elect to purchase the Receivables as pursuant to this Section, the party first notifying the Owner Trustee (based on the Owner Trustee's receipt of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs notice) shall be property, and for permitted to purchase the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as [the case may beBackup Servicer,] the Owner Trustee, shall deposit or cause to be depositedthe Indenture Trustee[, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Swap Counterparty] and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement [plus all amounts due to the Seller, as applicable, or may be applied by Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances [plus all amounts owed to the SellerSwap Counterparty under the Swap Agreement, at their optionincluding Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period On each Distribution Date following a Record Date as of which the Pool Balance shall be is 10% or less than or equal to 5% of the Original Pool Balance, the Servicer and Seller or the Seller (so long as it is Servicer, or any successor to the holder of any Certificates) each Servicer, shall have the option to purchase the Owner Holding Trust Estate, other corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the Trust Accounts; providedaggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, however(ii) any outstanding Class A Interest Carryover Shortfall, that (iii) the amount to be paid Class B Interest Distributable Amount for such purchase Distribution Date and (as set forth in the following sentenceiv) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notesany outstanding Class B Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the SellerServicer, or any successor to the Servicer, as the case may be, shall deposit or cause notify the Trustee in writing, no later than the tenth day of the month in which the Record Date as of which such purchase is to be depositedeffected and, if there are any Book-Entry Certificates, the Clearing Agency in accordance with the Letter of Representations, and shall deposit pursuant to Section 5.6, 14.06 in the Collection Certificate Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required less liquidation expenses), such value to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the SellerTrustee, and distributed by the Indenture Trustee shall succeed to all interests in and to the Servicer Trust; provided, however, the Seller or the SellerServicer, or any successor to the Servicer, as applicablethe case may be, or may be applied by not effect any such purchase if the Servicer or the Seller, at their option, to the payment long-term unsecured debt obligations of the Optional Purchase Amountrelated entity are rated less than Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of payment shall be made in the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account manner specified in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason14.06(a)(i), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to and shall be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made distributed pursuant to Section 5.7 14.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Distribution Date on which the optional purchase occurs Trustee's receipt of such notice) shall be deposited by permitted to purchase the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) a)If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account and the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the Seller, at their option, Servicer shall succeed to and own all interests in and to the payment of the Optional Purchase AmountTrust. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit Noteholders in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase the Owner Holding Trust Estate, other than corpus of the Trust Accounts; provided, however, that (whether or not such assets then comprise all or a portion of the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesTrust). To exercise such option, the Servicer Servicer, or any successor to the SellerServicer, as the case may be, shall deposit or cause notify the Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 5.05 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the aggregate Administrative Purchase Payments for the Receivables, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Trustee, and shall succeed to all interests in and to the Trust; provided, however, that (a) the purchase price shall be equal to or greater than the sum of the Class A Certificate Balance, the Class B Certificate Balance, the Class C Certificate Balance, the Class A Interest Distributable Amount, the Class B Interest Distributable Amount, and the Class C Interest Distributable Amount for such Distribution Date, and (ib) the Servicer shall not effect any such purchase so long as the rating of NMAC by Moody's, or if NMAC shall then be unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less than "Bal" by Moody's, and the Seller shall not effect any such purchase so long as the rating of NARC II by Moody's, or if NARC II shall then be unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less than "Ba1" by Moody's, in each case unless the Trustee shall have received an Opinion of Counsel to the effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to pay purchase the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance corpus of the Receivables as Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the last day Receivables. Notice of any such purchase of the related Collection Period. Collected Funds received after the last day corpus of the Collection Period preceding the Distribution Date on which such optional purchase occurs Trust shall be property, and for the account, of the Servicer and the Seller, and distributed given by the Indenture Trustee to the Servicer or the Seller, each Certificateholder as applicable, or may be applied by the Servicer or the Seller, at soon as practicable after their option, to the payment receipt of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations notice thereof from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementServicer.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Payment Date following the last day of any Collection Period as of which the Pool Balance shall be is 10% or less than or equal to 5% of the Original Pool Balance, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that Accounts and the amount to be paid for such purchase (as set forth in Certificate Distribution Account. Notwithstanding the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such optionforegoing, the Servicer or any successor to the SellerServicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3 by Xxxxx'x or BBB- by Standard & Poor's unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase would not constitute a fraudulent conveyance or the Rating Agency is otherwise satisfied as evidenced by written notice from the Rating Agency to the Indenture Trustee. To exercise such option, on the related Deposit Date the Servicer shall deposit or cause to be deposited, pursuant to Section 5.6, 4.05(a) in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of (i) any such other property held by the amount necessary to pay Issuer other than the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Accounts and the distributions required Certificate Distribution Account, such value to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the SellerTrustees, and shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, the Servicer or any successor to the Servicer shall not be permitted to exercise such option if the amount to be distributed by to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount. In the event that the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur (based on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(aTrustee's receipt of such notice) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by permitted to purchase the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust AccountsCollection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Fund. To exercise such option, the Seller shall notify the Depositor, the Master Servicer, the Owner Trustee, the Indenture Trustee, the Swap Counterparty and the Rating Agencies, no later than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period); provided, however, that the Seller shall not be permitted to exercise such option unless the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, deposited in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Fund and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds and all amounts due to the distributions required to be made pursuant to Section 5.7 Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees plus all amounts owed to the Swap Counterparty, including Net Swap Payments and Swap Termination Payments, if any. Upon such payment, the Seller shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date on which Date, plus, to the optional purchase occurs extent necessary, all amounts in the Reserve Fund, if any, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 5% [10%] of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the Owner Holding following Payment Date the Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beTrustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected and shall deposit or cause to be deposited, pursuant to Section 5.6, in into the Collection Account on the Business Day prior to the related Payment Date an amount equal to the aggregate Purchase Price for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period) (the “Optional Purchase Price”), less the Reserve Account Amount”, which funds shall be transferred from the Reserve Account to the Collection Account. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option on any Payment Date unless the amount to be deposited in the Collection Account (together with amounts on deposit in the Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the greater sum of (i) the amount necessary to pay the full amount Note Balance as of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and Payment Date, (ii) accrued but unpaid interest on each Class of Notes at the related Interest Rate, (iii) all amounts due to the Servicer in respect of its servicing compensation, any unreimbursed Advances and Nonrecoverable Advances and all accrued but unpaid amounts owing to the Trustees, the Asset Representations Reviewer, any Backup Servicer and the Administrator. The aggregate Principal Balance amount so deposited in respect of such Payment Date, plus, to the extent necessary, all other Available Funds, shall be used to make payments in full to the Noteholders in the manner set forth in Section 5.04. If the Servicer exercises the Optional Purchase, the Notes shall be redeemed in whole but not in part on the related Payment Date for the Redemption Price. The obligations of the Servicer under this Agreement, except pursuant to Article Seven, shall terminate upon the purchase of the Receivables by the Servicer under this Section. The Servicer agrees to give the Indenture Trustee notice, at least 30 days prior to the Payment Date on which such purchase is to be effected, that the Servicer reasonably believes that the Pool Balance will be less than or equal to [10%] of the Cutoff Date Pool Balance as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of that the Servicer and expects (but is not obligated) to provide the Seller, and distributed by notice required in the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment first paragraph of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional and thereafter to purchase does not occur on the related Distribution Date Trust Estate (either because less other than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account Reserve Account) as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit provided in the Reserve Account remaining after giving effect to the application first paragraph of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreementthis Section.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes [and all amounts due and payable to the Hedge Counterparty] after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) The Master Servicer, or if the Master Servicer does not exercise such right, a Certificateholder evidencing a majority of the Indenture, on Residual Interest in the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Original Pool Balance, the Servicer and the Seller (Certificates so long as it the Certificateholder is not BANA, the holder of any Certificates) each shall have the option to Seller or an Affiliate thereof, may purchase the Owner Holding Trust Estateoutstanding Receivables (such purchase, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase AmountPurchase”) equal to and the greater other assets in the Trust Estate on any Payment Date if both of the following conditions are satisfied: (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after , the last day Pool Balance has declined to 10% or less of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, Pool Balance as of the Servicer Cut-Off Date and (ii) the sum of the Optional Purchase Price and the Seller, Available Collections for such Payment Date would be sufficient to pay (A) the amounts required to be paid under Section 8.4(a) of the Indenture (assuming that such Payment Date is not the Redemption Date) and distributed (B) the aggregate unpaid Note Balance of all of the Outstanding Notes as determined by the Indenture Trustee to Trustee. To exercise such option, the Master Servicer or the SellerCertificateholder, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of shall deposit the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount Price to the Collection Account in connection with an optional purchase on such Payment Date. The Master Servicer or Certificateholders, as applicable, shall furnish written notice of all Receivables under this Section 10.1 but such optional purchase does election (a) to CXXX and GMAC not occur on the related Distribution Date later than thirty (either because less than the entire Optional Purchase Amount is deposited 30) Business Days prior to the Collection Account in order Payment Date and (b) to effect the optional purchase Indenture Trustee and the Issuer not later than twenty (20) days (or for any other reason)such longer period as may be required under the Note Depository Agreement) prior to the Payment Date on which the Notes shall be redeemed. Following its receipt of such notice, then (i) the Indenture Trustee will return to each Person that deposited amounts promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase to the Collection Account as Optional Purchase Amounts Noteholders of record and (ii) the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with of record. The purchase price for the Trust AgreementEstate under this Section 6.6 shall be equal to the Optional Purchase Price. If the Master Servicer exercises its option to purchase the Trust Estate, any Holder of a majority of the Residual Interest may purchase the Trust Estate from the Master Servicer at a price equal to the Optional Purchase Price so long as such Holder is not BANA, the Seller or an Affiliate thereof. The Certificateholders are intended third-party beneficiaries of this Section.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that Accounts and the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesCertificate Distribution Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust other than in the Trust Accounts and the Certificate Distribution Account, such value to be depositeddetermined by an appraiser mutually agreed upon by the Servicer, pursuant the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to Section 5.6be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account an amount (pursuant to the “Optional Purchase Amount”) second preceding sentence is greater than or equal to the greater sum of the outstanding principal balance of the Notes and all accrued but unpaid interest (iincluding any overdue interest) thereon and the amount Certificate Balance. The Purchase Amount, any Negative Carry Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts in the Supplemental Reserve Account, plus to pay the extent necessary all amounts in the Reserve Account, shall be used to make payments in full amount to Noteholders and Certificateholders in the manner set forth in Article IV. (b) Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest then due and payable on the Notes after giving effect and the Certificateholders will succeed to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance rights of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be propertyNoteholders hereunder, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return continue to each Person that deposited amounts carry out its obligations hereunder with respect to the Collection Certificateholders, including without limitation making distributions from the Payahead Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from and the Collection Account in accordance with Section 5.7(a4.6 and making withdrawals from the Supplemental Reserve Account in accordance with Sections 4.5(b) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in and 4.7 and the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreement.Sections 4.5(c) and 4.7. ARTICLE X MISCELLANEOUS PROVISIONS SECTION 10.1

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last day of any Collection Period as of which the Pool Balance Factor shall be equal to or less than or equal to 5% of the Original Pool BalanceOptional Purchase Percentage, the Master Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than Property from the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesTrust. To exercise such option, the Master Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, 4.4 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay aggregate Purchase Amount for the full amount of principal Receivables (as calculated by the Administrator and interest then due and payable on the Notes after giving effect reported to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date Master Servicer) and (ii) the aggregate Principal Balance fair market value of the Receivables as Receivables, and shall succeed to all interests in and to the Trust. To determine the fair market value of the last day Receivables, the Master Servicer shall solicit bids from not less than three recognized purchasers of the related Collection Period. Collected Funds received after the last day whole loan pools of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed motor vehicle loans selected by the Indenture Trustee to the Master Servicer or the Seller, as applicable, or in its sole discretion (one of which may be applied by the Depositor or one of its Affiliates). Notwithstanding the foregoing, the Master Servicer or shall not be permitted to exercise such option unless the Seller, at their option, amount to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to be deposited in the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited pursuant to the Collection Account in order to effect preceding sentence, together with the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Collection Account, is greater than or equal to the application sum of Available Funds the outstanding principal amount of the Notes and all accrued but unpaid interest (including any overdue interest) thereon plus any Net Swap Payments or Swap Termination Payments due to the Counterparties under the Interest Rate Swap Payments plus all amounts then due and payable by the Trust for fees or other reimbursable amounts to the Receivables Servicers, the Master Servicer, the Securities Administrator, the Administrator, the Owner Trustee and the distributions required to be made Indenture Trustee. The amount deposited in the Collection Account pursuant to this Section 5.7 8.1 shall be used on the Distribution next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The Master Servicer or the Issuer shall furnish written notice of the Master Servicer's election to exercise such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee, each Counterparty and the Rating Agencies at least 10 days, but not more than 30 days, prior to the Payment Date on which the optional such purchase occurs shall be deposited by occur (and the Indenture Trustee into shall cause the Certificate Distribution Account for distribution by the Certificate Paying Agent Securities Administrator to promptly furnish such notice to the Certificateholders Noteholders). In addition, if any Certificateholder is a Person who is not an Affiliate of the Depositor (as certified in writing to the Master Servicer by such Certificateholder), the Master Servicer shall exercise the option to purchase the Receivables in accordance with this Section 8.1 only if directed to do so, or consented to in writing by each such non-Affiliated Certificateholder. The Master Servicer shall have no responsibility to determine whether any Certificateholder is or is not an Affiliate of the Trust AgreementDepositor.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Cutoff Date Pool Balance, the Master Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust AccountsCollection Account, the Note Payment Account, the Certificate Payment Account, the Yield Supplement Account, the Pre-Funding Account, the Negative Carry Account and the Reserve Fund. To exercise such option, the Master Servicer shall notify the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period); provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, deposited in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Fund, the Yield Supplement Account remaining after giving effect and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds all amounts due to the Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Master Servicer shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs Yield Supplement Account, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

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

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be depositedthe Indenture Trustee, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Insurer and the distributions required Rating Agencies no later than twenty (20) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any ---- other Trust Property, other than the Servicer and Collection Account, the SellerNote Payment Account, and distributed the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee, the Indenture Trustee and the Insurer; provided, however, that the -------- ------- Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus ---- the Note Balance plus all accrued but unpaid interest (including any overdue ---- interest) on the Notes plus the Certificate Balance plus all accrued but unpaid ---- ---- interest (including any overdue interest) on the Certificates plus all amounts ---- due to the Insurer under the Transaction Documents or the SellerPolicy. Upon such payment, as applicable, or may be applied by the Servicer or shall succeed to and own all interests in and to the SellerTrust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit ---- extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Account, shall be used to make payments in full to the application of Available Funds Noteholders, the Certificateholders and the distributions required to be made pursuant to Section 5.7 on Insurer in the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 5% [5]% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the Owner Holding following Payment Date the Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beTrustees and the Rating Agencies, not fewer than ten nor more than 30 days prior to the Payment Date on which such repurchase is to be effected and shall deposit or cause into the Collection Account on the related Deposit Date an amount equal to the aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period), less the Reserve Fund Amount, which funds shall be transferred from the Reserve Fund into the Collection Account. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited, pursuant to Section 5.6, deposited in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Fund and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds and all amounts due to the distributions required to be made pursuant to Section 5.7 Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Distribution Date on which Notes plus all amounts due to the optional purchase occurs Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees and Asset Representations Reviewer Fees. Upon such payment, the Seller shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Payment Date, plus, to the extent necessary, all amounts in the Reserve Fund, if any, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, On any Payment Date on or after the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 510% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust AccountsAccounts (with the consent of the Note Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing under the Insurance Agreement remaining unpaid). To exercise such option, the Servicer shall (subject to the proviso below) deposit in the Collection Account pursuant to Section 5.6 an amount equal to the fair market value of the Receivables (including Liquidated Receivables) as of such date, plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Note Insurer and the Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and aggregate outstanding Note Balance, (ii) the aggregate Principal Balance outstanding Residual Certificate Notional Balance, (iii) accrued and unpaid interest on the Notes, (iv) any accrued and unpaid Residual Certificate Interest Distributable Amount, (v) any unpaid Supplemental Residual Certificate Distribution, and (vi) the unpaid expenses of the Trust and the Note Insurer (and any expense reimbursements due to any Person under the Insurance Agreement), including without limitation expenses incurred by the Trust and the Note Insurer in connection with the exercise of such repurchase option. Upon receipt of an amount equal to the fair market value of the Receivables and written instructions from the Servicer, the Trustee shall release to CPS or its designee the related Receivables Files and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Trustee and necessary to vest in CPS or such designee title to the Receivables including a Trustee's Certificate in the form of Exhibit F-2. To the extent such option to purchase the Owner Trust Estate is rescinded pursuant to Section 10.1 of the last day of Indenture, the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs Securityholders shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Payment Date (either because less than receive the entire Optional Purchase Amount is deposited payments of interest and principal that would be due to the Collection Account in order Securityholders on such Payment Date as if such option to effect purchase the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Owner Trust AgreementEstate had never been exercised.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool BalanceInitial Aggregate Receivables Balance and (ii) the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the assets of the Owner Holding Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer's long term unsecured debt rating from Moody's Investors Servxxx, howeverXnc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Moody's Investors Servixx, Xxc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property contained in the last day of Owner Trust Estate (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts) must be at least equal to the application aggregate Redemption Price of Available Funds and the distributions required outstanding Notes to be made pursuant to Section 5.7 on redeemed with such proceeds for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection ----------------------------------- Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool BalanceAggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the assets of the Owner Holding Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer's long term unsecured debt rating from Xxxxx'x is equal to or higher than Baa3 at the time that it seeks to exercise such option, however, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property contained in the last day of Owner Trust Estate (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts) must be at least equal to the application aggregate Redemption Price of Available Funds and the distributions required outstanding Notes to be made pursuant to Section 5.7 on redeemed with such proceeds for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% of the Original Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Collection Account, the Note Distribution Account, the Payahead Account, the Certificate Distribution Account and the Reserve Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee in writing no later than the twentieth (20th) day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust other than in the Collection Account, the Note Distribution Account, the Payahead Account, the Certificate Distribution Account and the Reserve Accounts, such value to be depositeddetermined by an appraiser mutually agreed upon by the Servicer, pursuant the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to Section 5.671 77 be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account an amount (pursuant to the “Optional Purchase Amount”) second preceding sentence is greater than or equal to the greater sum of (i) the amount necessary to pay the full amount Redemption Price of principal and interest then due and payable on the Notes after giving effect and the Prepayment Price of the Certificates. The Purchase Amount for such Payment Date, plus to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Accounts, shall be used to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. Following payment of all amounts payable to the application of Available Funds Noteholders and the distributions required to be made pursuant to Section 5.7 on Certificateholders, all remaining available funds (including the Distribution Date on which amounts remaining in the optional purchase occurs Class A Reserve Account and the Class B Reserve Account) shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent distributed to the Certificateholders in accordance with the Trust AgreementSeller.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase the Owner Holding Trust Estate, other than corpus of the Trust Accounts; provided, however, that (whether or not such assets then comprise all or a portion of the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesTrust). To exercise such option, the Servicer Servicer, or any successor to the SellerServicer, as the case may be, shall deposit or cause notify the Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 5.05 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables, plus the appraised value of (i) any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Trustee, and shall succeed to all interests in and to the Trust; PROVIDED, HOWEVER, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Moody's, or if NMAC shall then be unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less than "Bal" by Moody's, and the Seller shall not effect any such purchase so long as the rating of NARC by Moody's, or if NARC shall then be unrated by Moody's, then the rating of Nissan Capital of America, Inc., is less than "Bal" by Moody's, in each case unless the Trustee shall have received an Opinion of Counsel to the effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to pay purchase the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance corpus of the Receivables as Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the last day Receivables. Notice of any such purchase of the related Collection Period. Collected Funds received after the last day corpus of the Collection Period preceding the Distribution Date on which such optional purchase occurs Trust shall be property, and for the account, of the Servicer and the Seller, and distributed given by the Indenture Trustee to the Servicer or the Seller, each Certificateholder as applicable, or may be applied by the Servicer or the Seller, at soon as practicable after their option, to the payment receipt of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations notice thereof from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementServicer.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 5% the Optional Purchase Percentage multiplied by the sum of the Original Pool BalanceBalance and the aggregate Principal Balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates, the Originator or the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than corpus of the Trust Accounts(with the consent of the Certificate Insurer, if such purchase would result in a claim on the Policy or would result in any amount owing to the Certificate Insurer or to the Holders of the Class A Certificates remaining unpaid); providedPROVIDED, howeverHOWEVER, that if both the amount Originator and the Servicer desire to be paid for effect such purchase, the Originator shall have the preferential right to effect such purchase; PROVIDED, FURTHER, that neither the Originator nor the Servicer may effect any such purchase (unless the Originator shall have received an Opinion of Counsel, and shall have delivered it to the Trustee to the effect that such purchase would not constitute a fraudulent conveyance. The Originator or the Servicer, as set forth in the following sentence) applicable, shall be sufficient to pay the full amount notify each Rating Agency of principal and interest then due and payable on the Notessuch purchase. To exercise such option, option the Originator or the Servicer (or the SellerCertificate Insurer, as the case may be, if applicable) shall deposit or cause to be deposited, pursuant to Section 5.6, 4.5 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of (i) any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Originator or the Servicer, as applicable, the Certificate Insurer and the Trustee, and shall succeed to all interests in and to the Trust. For purposes of this Section, the Purchase Amount shall not be less than the amount necessary to pay permit the full amount distribution of principal and interest the sum of the Class A Certificate Balance, the Class B Certificate Balance, the then due and payable on the Notes after giving effect to the application of Available Funds outstanding Class B Undistributed Principal Amount and the distributions required to be made pursuant to Section 5.7 on accrued and unpaid Class B Interest Distributable Amount, Class B Interest Carryover Shortfall, Class B Additional Interest Distributable Amount and Class B Additional Interest Carryover Shortfall as of such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreementrepurchase.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beBackup Servicer, shall deposit or cause to be depositedthe Owner Trustee, pursuant to Section 5.6the Indenture Trustee[, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Swap Counterparty] and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement [plus all amounts due to the Seller, as applicable, or may be applied by Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances [plus all amounts owed to the SellerSwap Counterparty under the Swap Agreement, at their optionincluding Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Cutoff Date Pool Balance, the Master Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust AccountsCollection Account, the Note Payment Account, the Certificate Payment Account, the Pre-Funding Account, the Negative Carry Account and the Reserve Fund. To exercise such option, the Master Servicer shall notify the Depositor, the Seller, the Owner Trustee, the Indenture Trustee and the Rating Agencies, no later than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period); provided, however, that the Master Servicer shall not be permitted to exercise such option unless the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, deposited in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Fund and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds and all amounts due to the distributions required to be made pursuant to Section 5.7 Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Master Servicer shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date on which Date, plus, to the optional purchase occurs extent necessary, all amounts in the Reserve Fund shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% of the Original Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, howeverthe Certificate Distribution Account, that the amount to be paid for such purchase (as set forth in Reserve Account, the following sentence) shall be sufficient to pay Supplemental Reserve Account, the full amount of principal Negative Carry Account and interest then due and payable on the NotesYield Supplement Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust other than in the Trust Accounts, the Certificate Distribution Account, the Reserve Account, the Supplemental Reserve Account, the Negative Carry Account and the Yield Supplement Account, such value to be depositeddetermined by an appraiser mutually agreed upon by the Servicer, pursuant the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to Section 5.6be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account an amount (pursuant to the “Optional Purchase Amount”) second preceding sentence is greater than or equal to the greater sum of the outstanding principal balance of the Notes and all accrued but unpaid interest (iincluding any overdue interest) thereon and the amount Certificate Balance. The Purchase Amount, any Negative Carry Amount and any Yield Supplement Amounts for such Payment Date, plus to the extent necessary all amounts in the Supplemental Reserve Account, plus to pay the extent necessary all amounts in the Reserve Account, shall be used to make payments in full amount to Noteholders and Certificateholders in the manner set forth in Article IV. (b) Unless otherwise required by the Rating Agencies as set forth in writing delivered to the Owner Trustee and the Indenture Trustee, if at the time the Servicer exercises its purchase option hereunder the Servicer's long-term unsecured debt has a rating lower than investment grade by the Rating Agencies, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee on such Payment Date a letter from an Independent investment bank or an Independent public accountant to the effect that the price paid by the Servicer for the Receivables at the time of transfer pursuant to such purchase option represented a fair market price for such Receivables. (c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest then due and payable on the Notes after giving effect and the Certificateholders will succeed to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance rights of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be propertyNoteholders hereunder, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return continue to each Person that deposited amounts carry out its obligations hereunder with respect to the Collection Certificateholders, including without limitation making distributions from the Payahead Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from and the Collection Account in accordance with Section 5.7(a4.6 and making withdrawals from the Supplemental Reserve Account in accordance with Sections 4.5(b) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in and 4.7 and the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreement.Sections 4.5(c) and 4.7. ARTICLE X

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage (expressed as a seven-digit decimal figure) multiplied by the Original Pool Balance, the Servicer and Seller or the Seller (so long as it is Servicer, or any successor to the holder of any Certificates) each Servicer, shall have the option to purchase the Owner Holding Trust Estate, other corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full aggregate outstanding principal amount of principal the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any unpaid Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for the related Distribution Date, (iv) any unpaid Class B Interest Carryover Shortfall, (v) the Class C Interest Distributable Amount for the related Distribution Date and interest then due and payable on the Notes(vi) any unpaid Class C Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the SellerServicer, or any successor to the Servicer, as the case may be, shall deposit or cause notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 4.06 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (i) less liquidation expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Seller, the Servicer and the Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, if Moodx'x xx a Rating Agency, the Seller or the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or Moodx'x xx otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to pay purchase the full amount corpus of principal and interest then due and payable on the Notes after giving effect Trust, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the application of Available Funds and the distributions required to Receivables. The payment shall be made in the manner specified in Section 4.06, and shall be distributed pursuant to Section 5.7 on such date 4.07. In the event that both the Seller and (ii) the aggregate Principal Balance of Servicer, or any successor to the Servicer, elect to purchase the Receivables as pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs notice) shall be property, and for permitted to purchase the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day ------------------------------------ of any Collection Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool BalanceAggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the assets of the Owner Holding Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, howeverInc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property contained in the last day of Owner Trust Estate (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts) must be at least equal to the application aggregate Redemption Price of Available Funds and the distributions required outstanding Notes to be made pursuant to Section 5.7 on redeemed with such proceeds for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 5% [10]% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the Owner Holding following Distribution Date the Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies, not fewer than ten nor more than 30 days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall deposit into the Collection Account on the related Deposit Date an amount equal to the aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period), less the Reserve Fund Amount, which funds shall be property, and for transferred from the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to Reserve Fund into the Collection Account. If any Person deposits all or a portion of Notwithstanding the Optional Purchase Amount foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account in connection (together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Fund and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds and all amounts due to the distributions required to be made pursuant to Section 5.7 Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Seller shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date on which Date, plus, to the optional purchase occurs extent necessary, all amounts in the Reserve Fund, if any, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Distribution Date following the last day of any Collection Period as of which the Pool Balance shall be is 10% or less than or equal to 5% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that Accounts and the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, 4.04(a) in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Repurchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of (i) any such other property held by the Issuer other than the Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Issuer and the Trustees, and shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount necessary to pay be deposited in the full amount Collection Account pursuant to this Section is at least equal to the sum of principal and the Note Balance plus all accrued but unpaid interest then due and payable (including any overdue interest) on the Notes after giving effect plus the Certificate Balance plus all accrued but unpaid interest (including any overdue interest) on the Certificates plus all amounts due to the application of Available Funds Insurer under the Insurance Agreement and the distributions required to be made pursuant to Section 5.7 on other Basic Documents. Upon such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be propertypayment, and for the account, of the Servicer shall succeed to and the Seller, own all interests in and distributed by the Indenture Trustee to the Servicer or the SellerIssuer. The aggregate Repurchase Payment for such Distribution Date, as applicable, or may be applied by the Servicer or the Seller, at their optionplus, to the payment extent necessary, all amounts in the Reserve Fund, shall be used to make payments in full to the Noteholders, the Certificateholders and the Insurer in the manner set forth in Article Four. The Servicer shall notify the Owner Trustee, the Indenture Trustee, the Insurer and the Depositor of its exercise of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount option hereunder no later than 20 days prior to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementDate.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Holding Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Trust Accounts; provided, however, that Optional Purchase Price (the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes“Optional Purchase”). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as the case may be, shall deposit or cause of which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 5.05 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater Optional Purchase Price (or the deposit in cash of (i) such lesser amount as provided in Section 9.01(b)), and shall succeed to all interests in and to the Trust Estate and the Owner Trust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Moody’s, or if NMAC shall then be unrated by Moody’s, then the rating of Nissan Capital of America, Inc., is less than “Ba1” by Moody’s, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to pay purchase the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance corpus of the Receivables as Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the last day of the related Collection PeriodReceivables. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, 66 (Nissan 2008-A Sale and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reasonServicing Agreement), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreement.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period following which (i) the Notional Principal Amount has been reduced to zero, and (ii) the Certificate Balance as of which the Pool Balance shall be related Distribution Date is less than or equal to 510% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than corpus of the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount at a price (the “"Optional Purchase Amount”Price") equal to the greater fair market value of the Receivables, but not less than (i) the sum of (x) 100% of the Certificate Balance, (y) accrued and unpaid interest on such amount necessary computed at a rate equal to the weighted average Note Rate, and (z) all amounts due and owing to the Surety Bond Issuer under the Agreement and the Insurance Agreement minus any amounts representing payments received on the Receivables not yet applied to the interest related thereto or to reduce the principal balance thereof. The proceeds of such sale will be deposited into the Certificate Account for distribution to the Certificateholders (and, to the extent applicable, the Surety Bond Issuer) on the next succeeding Distribution Date. In connection with such disposition, the Tax Class IC Certificateholder is required to pay any unpaid fees and expenses of the full Trustee that it would otherwise have been entitled to pursuant to this Agreement. The fair market value of the outstanding Receivables for purposes of this Section 16.02 shall be an amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance average of the Receivables bid prices for such assets taken as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be propertya whole, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee provided to the Servicer or the Sellerby two independent, as applicable, or may be applied by the Servicer or the Seller, at their option, nationally recognized dealers in automobile loans substantially similar to the payment of the Optional Purchase AmountReceivables. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is Such price shall be deposited to the Collection Certificate Account in order to effect the optional purchase or for any other reason)immediatelyavailable funds by 12:00 noon, then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offsetNew York City time, on the Business Day prior to such next succeeding Distribution Date on which and, upon notice to the optional purchase was intended Trustee of such deposit, the Trustee shall transfer the Receivables and the Receivable Files to be madethe purchaser, prior to whereupon the Certificates shall no longer evidence any other allocations from right or interest in the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture Receivables or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreementproceeds thereof.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) As of the Indenture, on the last day of any Collection Period as of which the Pool Balance Factor shall be equal to or less than or equal to 5% of the Original Pool BalanceOptional Purchase Percentage, the Master Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than Property (exclusive of the Trust Accounts; provided, however, that Reserve Account) from the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesTrust. To exercise such option, the Master Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, 4.4 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay aggregate Purchase Amount for the full amount of principal Receivables (as calculated by the Administrator and interest then due and payable on the Notes after giving effect reported to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date Master Servicer) and (ii) the aggregate Principal Balance fair market value of the Receivables as Receivables, and shall succeed to all interests in and to the Trust. To determine the fair market value of the last day Receivables, the Master Servicer shall solicit bids from not less than three recognized purchasers of the related Collection Period. Collected Funds received after the last day whole loan pools of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed motor vehicle loans selected by the Indenture Trustee to Master Servicer in its sole discretion (which bidders shall not include the Servicer or Depositor, the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all Seller or any portion of their respective Affiliates). Notwithstanding the Optional Purchase Amount foregoing, the Master Servicer shall not be permitted to exercise such option unless the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount amount to be deposited in the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited pursuant to the Collection Account in order to effect preceding sentence, together with the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Collection Account, is greater than or equal to the application sum of Available Funds the outstanding principal amount of the Notes and all accrued but unpaid interest (including any overdue interest) thereon plus any Net Swap Payments or Swap Termination Payments due to the Counterparties under the Interest Rate Swap Payments plus all amounts then due and payable by the Trust for fees or other reimbursable amounts to the Receivables Servicer, the Master Servicer, the Securities Administrator, the Administrator, the Owner Trustee and the distributions required to be made Indenture Trustee. The amount deposited in the Collection Account pursuant to this Section 5.7 8.1 shall be used on the Distribution next Payment Date to make payments in full to Noteholders and Certificateholders in the manner set forth in Article IV. The Master Servicer or the Issuer shall furnish written notice of the Master Servicer’s election to exercise such option to the Indenture Trustee, the Securities Administrator, the Owner Trustee, each Counterparty and the Rating Agencies at least 10 days, but not more than 30 days, prior to the Payment Date on which the optional such purchase occurs shall be deposited by occur (and the Indenture Trustee into shall cause the Certificate Distribution Account for distribution by the Certificate Paying Agent Securities Administrator to promptly furnish such notice to the Certificateholders Noteholders). In addition, if any Certificateholder is a Person who is not an Affiliate of the Depositor (as certified in writing to the Master Servicer by such Certificateholder), the Master Servicer shall exercise the option to purchase the Receivables in accordance with this Section 8.1 only if directed to do so, or consented to in writing by each such non-Affiliated Certificateholder. The Master Servicer shall have no responsibility to determine whether any Certificateholder is or is not an Affiliate of the Trust AgreementDepositor.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Aggregate Principal Balance shall be less than or equal to 510% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust AccountsAccounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesClass A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and the Note Policy and amounts due to the Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Designated Backup Subservicer and the Owner Trustee hereunder or under the Trust Agreement. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, 5.6 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Insurer (as the Controlling Party) and the Trust Collateral Agent or such amount as the Servicer, Insurer and Trust Collateral Agent may mutually agree, and shall succeed to all interests in and to the Trust. If the Servicer does not exercise its rights with respect to the optional purchase within 31 days of the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and one twelfth, (ii) 0.50% and (iii) the aggregate Principal Balance of outstanding principal balance on the Receivables Class A-3 Notes as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the such Distribution Date on which such optional purchase occurs pursuant to clause (xi) under Section 5.7 herein. Such additional amounts shall not be property, and for included in the account, calculation of the Servicer and the Seller, and distributed by the Indenture Trustee Noteholders’ Monthly Interest Distributable Amount or in any other calculations derived therefrom. The Policy does not guarantee payment of any additional amounts that become due to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, Class A-3 Notes pursuant to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreementimmediately preceding sentence.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period On each Distribution Date following a Record Date as of which the Pool Balance shall be is 10% or less than or equal to 5% of the sum of the Original Pool BalanceBalance and the aggregate principal balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates, the Servicer and Seller or the Seller (so long as it is Servicer, or any successor to the holder of any Certificates) each Servicer, shall have the option to purchase the Owner Holding Trust Estate, other corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the Trust Accounts; providedaggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, however(ii) any outstanding Class A Interest Carryover Shortfall, that (iii) the amount to be paid Class B Interest Distributable Amount for such purchase Distribution Date and (as set forth in the following sentenceiv) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notesany outstanding Class B Interest Carryover Shortfall. To exercise such option, the Servicer Seller or the SellerServicer, or any successor to the Servicer, as the case may be, shall deposit or cause notify the Trustee in writing, no later than the tenth day of the month in which the Record Date as of which such purchase is to be depositedeffected and, if there are any Book-Entry Certificates, the Clearing Agency in accordance with the Letter of Representations, and shall deposit pursuant to Section 5.6, 14.06 in the Collection Certificate Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required less liquidation expenses), such value to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the SellerTrustee, and distributed by the Indenture Trustee shall succeed to all interests in and to the Servicer Trust; provided, however, the Seller or the SellerServicer, or any successor to the Servicer, as applicablethe case may be, or may be applied by not effect any such purchase if the Servicer or the Seller, at their option, to the payment long-term unsecured debt obligations of the Optional Purchase Amountrelated entity are rated less than Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of payment shall be made in the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account manner specified in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason14.06(a)(i), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to and shall be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made distributed pursuant to Section 5.7 14.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Distribution Date on which the optional purchase occurs Trustee's receipt of such notice) shall be deposited by permitted to purchase the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account and the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as [the case may beBackup Servicer,] the Owner Trustee, shall deposit or cause to be depositedthe Indenture Trustee[, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Swap Counterparty] and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement [plus all amounts due to the Seller, as applicable, or may be applied by Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances [plus all amounts owed to the SellerSwap Counterparty under the Swap Agreement, at their optionincluding Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool BalanceInitial Aggregate Receivables Balance and both the Class A-1 Notes and the Class A-2 Notes have been paid in full, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding assets of the Trust Estate, other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, howeverInc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property held by the Trust (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property held by the last day of Trust (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts and the Certificate Distribution Account) must be at least equal to the application aggregate Redemption Price of Available Funds the outstanding Notes to be redeemed with such proceeds plus the sum of the Aggregate Certificate Balance and the distributions required to be made pursuant to Section 5.7 on Certificateholders' Interest Distributable Amount for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Trust (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be is 10% or less than or equal to 5% of the Original Pool Balance, the Servicer and Servicer, or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer, shall have the option to purchase the Owner Holding Trust Estate, other corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the Trust Accounts; providedaggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, however(ii) any outstanding Class A Interest Carryover Shortfall, that (iii) the amount to be paid Class B Interest Distributable Amount for such purchase Distribution Date and (as set forth in the following sentenceiv) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notesany outstanding Class B Interest Carryover Shortfall. To exercise such option, the Servicer Servicer, or any successor to the SellerServicer, as the case may be, shall deposit or cause notify the Trustee in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as of which such purchase is to be deposited, effected and shall deposit pursuant to Section 5.6, 14.05 in the Collection Certificate Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments as of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of last day for the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of (including Defaulted Receivables that became Defaulted Receivables in the Collection Period preceding the Distribution Date on which such optional purchase occurs shall is effected), plus the related Yield Supplement Deposit Amount and the appraised value of any other property held by the Trust (less liquidation expenses to be propertyincurred in connection with the recovery thereof), and for the account, of such value to be determined by an appraiser mutually agreed upon by the Servicer and the SellerTrustee, and distributed by the Indenture Trustee shall succeed to all interests in and to the Servicer Trust. Notwithstanding the foregoing, if Xxxxx'x is a Rating Agency, the Servicer, or the Sellerany Successor Servicer, as applicablethe case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance, or may be applied Xxxxx'x is otherwise satisfied, as evidenced by written notice from Moody's to the Trustee. Upon such deposit of the amount necessary to purchase the corpus of the Trust, the Servicer or the Seller, at their option, to the payment shall for all purposes of the Optional Purchase AmountAgreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the Receivables. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to payment shall be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit made in the Reserve Account remaining after giving effect to the application of Available Funds manner specified in Section 14.05, and the distributions required to shall be made distributed pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreement.14.06. ARTICLE TWENTY-ONE

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as [the case may beBackup Servicer], shall deposit or cause to be depositedthe Owner Trustee, pursuant to Section 5.6the Indenture Trustee, in [the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Swap Counterparty] and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement [plus all amounts due to the Seller, as applicable, or may be applied by Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances [plus all amounts owed to the SellerSwap Counterparty under the Swap Agreement, at their optionincluding Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 5% the Optional Purchase Percentage multiplied by the sum of the Original Pool BalanceBalance and the aggregate Principal Balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates, the Originator or the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than corpus of the Trust Accounts(with the consent of the Certificate Insurer, if such purchase would result in a claim on the Policy or would result in any amount owing to the Certificate Insurer or to the Holders of the Class A Certificates remaining unpaid); providedPROVIDED, howeverHOWEVER, that if both the amount Originator and the Servicer desire to be paid for effect such purchase, the Originator shall have the preferential right to effect such purchase; PROVIDED, FURTHER, that neither the Originator nor the Servicer may effect any such purchase (unless the Originator shall have received an Opinion of Counsel, and shall have delivered it to the Trustee to the effect that such purchase would not constitute a fraudulent conveyance. The Originator or the Servicer, as set forth in the following sentence) applicable, shall be sufficient to pay the full amount notify each Rating Agency of principal and interest then due and payable on the Notessuch purchase. To exercise such option, option the Originator or the Servicer (or the SellerCertificate Insurer, as the case may be, if applicable) shall deposit or cause to be deposited, pursuant to Section 5.6, 4.5 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Purchase Amount for the Receivables (including defaulted Receivables), plus the appraised value of (i) any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Originator or the Servicer, as applicable, the Certificate Insurer and the Trustee, and shall succeed to all interests in and to the Trust. For purposes of this Section, the Purchase Amount shall not be less than the amount necessary to pay permit the full amount distribution of principal the Class A Certificate Balance, plus accrued and unpaid interest then due and payable on the Notes after giving effect to the application thereon, as of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Periodrepurchase. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreement.107

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% of the Original Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, howeverthe Certificate Distribution Account, that the amount to be paid for such purchase (as set forth in Reserve Account, the following sentence) shall be sufficient to pay Supplemental Reserve Account and the full amount of principal and interest then due and payable on the NotesYield Supplement Account. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee no later than the fifteenth day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other property held in the Trust other than in the Trust Accounts, the Certificate Distribution Account, the Reserve Account, the Supplemental Reserve Account and the Yield Supplement Account, such value to be depositeddetermined by an appraiser mutually agreed upon by the Servicer, pursuant the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to Section 5.6be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account an amount (pursuant to the “Optional Purchase Amount”) second preceding sentence is greater than or equal to the greater sum of (i) the amount necessary to pay the full amount outstanding principal balance of principal and interest then due and payable on the Notes after giving effect and all accrued but unpaid interest (including any overdue interest) thereon and the Certificate Balance. The Purchase Amount and any Yield Supplement Amounts for such Payment Date, PLUS to the application of Available Funds and extent necessary all amounts in the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be propertySupplemental Reserve Account, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee PLUS to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs Account, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to the make payments in full to Noteholders and Certificateholders in accordance with the Trust Agreementmanner set forth in Article IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Holding Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Trust Accounts; provided, however, that Optional Purchase Price (the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes“Optional Purchase”). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, as no later than the case may be, shall deposit or cause first Business Day of the month in which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 5.05 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater Optional Purchase Price (or the deposit in cash of (i) such lesser amount as provided in Section 9.01(b)), and shall succeed to all interests in and to the Trust Estate and the Owner Trust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Xxxxx’x, or if NMAC shall then be unrated by Xxxxx’x, then the rating of Nissan Capital of America, Inc., is less than “Ba1” by Xxxxx’x, unless the Owner Trustee and the Indenture Trustee shall have received an Opinion of Counsel to the effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to pay purchase the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance corpus of the Receivables as Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Payment Date following the last day of any a Collection Period as of to which the Pool Balance shall be less than or equal to 5% of the Original Optional Purchase Percentage (expressed as a seven-digit decimal) multiplied by the Initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Collection Account, the Note Distribution Account, the Payahead Account, the Certificate Distribution Account and the Reserve Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or shall notify the Seller, as Owner Trustee and the case may be, Indenture Trustee in writing no later than the twentieth (20th) day of the month immediately preceding the month in which such repurchase is to be effected and shall deposit or cause an amount equal to be depositedthe aggregate Purchase Amount for the Receivables, pursuant to Section 5.6plus the appraised value of any other property held in the Trust, including, without limitation, in the Collection Account an amount (Account, the “Optional Purchase Amount”) equal to Note Distribution Account, the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be propertyPayahead Account, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution and the Reserve Accounts, such value to be determined by an appraiser mutually agreed upon by the Certificate Paying Agent Servicer, the Owner Trustee and the Indenture Trustee, into the Collection Account on the Payment Date occurring in the month in which such repurchase is to be effected. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the second preceding sentence is greater than or equal to the sum of the Redemption Price of the Notes and the Prepayment Price of the Certificates. The Purchase Amount for such Payment Date, plus to the extent necessary all amounts in the Reserve Accounts, shall be used to make payments in full to Noteholders and Certificateholders in accordance with the Trust Agreementmanner set forth in Article IV. Following payment of all amounts payable to the Noteholders and the Certificateholders, all remaining available funds (including the amounts remaining in the Class A Reserve Account and the Class B Reserve Account) shall be distributed to the Seller.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which (i) the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool BalanceAggregate Starting Receivables Balance and (ii) the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes have been paid in full, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the assets of the Owner Holding Trust Estate, Estate other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer's long term unsecured debt rating from Xxxxx'x is equal to or higher than Baa3 at the time that it seeks to exercise such option, however, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables), plus the appraised value of any such other property contained in the Owner Trust Estate (i) less the Liquidation Expenses to be incurred in connection with the recovery thereof), such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property contained in the last day of Owner Trust Estate (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts) must be at least equal to the application aggregate Redemption Price of Available Funds and the distributions required outstanding Notes to be made pursuant to Section 5.7 on redeemed with such proceeds for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Owner Trust Estate (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Cutoff Date Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust AccountsCollection Account, the Note Payment Account, the Certificate Payment Account, the Reserve Fund, the Secondary Reserve Fund, the Pre-Funding Account and the Negative Carry Account. To exercise such option, the Seller shall notify the Depositor, the Master Servicer, the Owner Trustee, the Indenture Trustee and the Rating Agencies, no later than 30 days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the related Deposit Date an amount equal to the lesser of the (i) fair market value of the Receivables and (ii) aggregate Purchase Amount for the Receivables (including Receivables that became Defaulted Receivables during the related Collection Period); provided, however, that the Seller shall not be permitted to exercise such option unless the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, deposited in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection together with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Fund, the Secondary Reserve Fund and the Collection Account) pursuant to this Section is at least equal to the application sum of Available Funds all amounts due to the Master Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Master Servicer for any outstanding and unreimbursed Advances and Nonrecoverable Advances plus all accrued but unpaid Total Trustee Fees. Upon such payment, the Seller shall succeed to and own all interests in and to the Issuer. The aggregate amount so deposited in respect of such Distribution Date, plus, to the extent necessary, all amounts in the Reserve Fund and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs Secondary Reserve Fund, if any, shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent used to make payments in full to the Certificateholders Noteholders in accordance with the Trust Agreementmanner set forth in Article Four.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of On the Indenture, on Distribution Date following the last day of any Collection Period as of which the Pool Balance shall be is 10% or less than or equal to 5% of the Original Cutoff Date Pool Balance, the Master Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that Accounts and the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesCertificate Distribution Account. To exercise such option, on the related Deposit Date the Master Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, 4.04(a) in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Repurchase Payments for the Receivables (including Defaulted Receivables), plus the appraised value of (i) any such other property held by the Issuer other than the Accounts and the Certificate Distribution Account, such value to be determined by an appraiser mutually agreed upon by the Master Servicer, the Issuer and the Trustees, and shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, the Master Servicer shall not be permitted to exercise such option unless the amount necessary to pay be deposited in the full amount Collection Account pursuant to this Section is at least equal to the sum of principal and the Note Balance plus all accrued but unpaid interest then due and payable (including any overdue interest) on the Notes after giving effect plus the Certificate Balance plus all accrued but unpaid interest (including any overdue interest) on the Certificates plus all amounts due to the application of Available Funds Insurer under the Insurance Agreement and the distributions required other Basic Documents. Upon such payment, the Master Servicer shall succeed to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, own all interests in and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the SellerIssuer. The aggregate Repurchase Payment for such Distribution Date, as applicable, or may be applied by the Servicer or the Seller, at their optionplus, to the payment extent necessary, all amounts in the Reserve Fund, shall be used to make payments in full to the Noteholders, the Certificateholders and the Insurer in the manner set forth in Article Four. The Master Servicer shall notify the Owner Trustee, the Indenture Trustee, the Subservicer, the Insurer and the Depositor of its exercise of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount option hereunder no later than 20 days prior to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementDate.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Monthly Period as of which the Pool Aggregate Receivables Balance shall be is 10% or less than or equal to 5% of the Original Pool Initial Aggregate Receivables Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding assets of the Trust Estate, other than the Trust Accounts; providedDesignated Accounts and the Certificate Distribution Account. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, howeverInc. is equal to or higher than Baa3 at the time that it seeks to exercise such option, that the amount then to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Administrative Purchase Payments for the Receivables (including Liquidating Receivables) , plus the appraised value of any such other property held by the Trust (iless the Liquidation Expenses to be incurred in connection with the recovery thereof) , such value to be determined by an appraiser mutually agreed upon by the Servicer and each Trustee. If the Servicer's long term unsecured debt rating from Xxxxx'x Investors Service, Inc. is less than Baa3 at the time that it seeks to exercise such option, then to exercise such option, the Servicer shall deposit in the Collection Account an amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect equal to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance appraised value of the Receivables as (including Liquidating Receivables), plus the appraised value of any such other property held by the last day of Trust (less the related Collection Period. Collected Funds received after Liquidation Expenses to be incurred in connection with the last day of the Collection Period preceding the Distribution Date on which recovery thereof), such optional purchase occurs shall values to be property, and for the account, of determined by an appraiser mutually agreed upon by the Servicer and the Sellereach Trustee; provided, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date amount (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior when added to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts funds then on deposit in the Reserve Account remaining after giving effect Designated Accounts and the Certificate Distribution Account) must be at least equal to the application aggregate Redemption Price of Available Funds the outstanding Notes to be redeemed with such proceeds plus the sum of the Certificate Balance and the distributions required to be made pursuant to Section 5.7 on Certificateholders' Interest Distributable Amount for the Distribution Date on related to the Monthly Period in which such option is exercised. Thereupon, the optional purchase occurs Servicer shall be deposited by succeed to all interests in and to the Indenture Trustee into Trust (other than the Designated Accounts and the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementAccount).

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On the last day of any Collection Period as of which the Pool Aggregate Principal Balance shall be less than or equal to 510% of the Original Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust AccountsAccounts (with the consent of the Insurer if such purchase would result in a claim on the Note Policy or would result in any amount owing to the Insurer under the Insurance Agreement remaining unpaid); provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesClass A-3 Notes then outstanding, and amounts due and unpaid to the Insurer under the Insurance Agreement and amounts due to the Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Designated Backup Subservicer and the Owner Trustee hereunder or under the Trust Agreement. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, 5.6 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Insurer (as the Controlling Party) and the Trust Collateral Agent or such amount as the Servicer, Insurer and Trust Collateral Agent may mutually agree, and shall succeed to all interests in and to the Trust. If the Servicer does not exercise its rights with respect to the optional purchase within 31 days of the first Distribution Date that the optional purchase is permitted, the Class A-3 Notes will be paid additional amounts on future Distribution Dates, equal to the product of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and one twelfth, (ii) 0.50% and (iii) the aggregate Principal Balance of outstanding principal balance on the Receivables Class A-3 Notes as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the such Distribution Date on which such optional purchase occurs pursuant to clause (xi) under Section 5.7 herein. Such additional amounts shall not be property, and for included in the account, calculation of the Servicer and the Seller, and distributed by the Indenture Trustee Noteholders’ Monthly Interest Distributable Amount or in any other calculations derived therefrom. The Policy does not guarantee payment of any additional amounts that become due to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, Class A-3 Notes pursuant to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust Agreementimmediately preceding sentence.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original Pool BalanceBalance as of the Cutoff Date, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account and the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as [the case may beBackup Servicer,] the Owner Trustee, shall deposit or cause to be depositedthe Indenture Trustee[, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Swap Counterparty] and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement [plus all amounts due to the Seller, as applicable, or may be applied by Backup Servicer under this Agreement] plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or for any outstanding and unreimbursed Simple Interest Advances, any outstanding and unreimbursed Unreimbursed Servicer Advances and any outstanding and unreimbursed Unrelated Amounts [plus all amounts owed to the SellerSwap Counterparty under the Swap Agreement, at their optionincluding Monthly Net Swap Payment Amounts and Swap Termination Payment Amounts, if any]. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, plus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) of the Indenture, on On each Distribution Date following the last day of any a Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Optional Purchase Percentage multiplied by the Original Pool Balance, the Servicer and or any successor to the Seller (so long as it is the holder of any Certificates) each Servicer shall have the option to purchase purchase, or cause to be purchased, the corpus of the Owner Holding Trust Estate (whether or not such assets then comprise all or a portion of the Trust Estate, other than ) for an amount equal to the Trust Accounts; provided, however, that Optional Purchase Price (the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes"Optional Purchase"). To exercise such option, the Servicer or any successor to the SellerServicer shall notify the Owner Trustee and the Indenture Trustee of its intention to do so in writing, no later than the tenth day of the month preceding the month in which the Distribution Date as the case may be, shall deposit or cause of which such purchase is to be depositedeffected and shall, on or before the Distribution Date on which such purchase is to occur, deposit pursuant to Section 5.6, 5.05 in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater Optional Purchase Price (or the deposit in cash of (i) such lesser amount as provided in Section 9.01(b)), and shall succeed to all interests in and to the Trust Estate and the Owner Trust Estate; provided, however, that the Servicer shall not effect any such purchase so long as the rating of NMAC by Moody's, or if NMAC shall then be unrated by Moody's, then thx xxxxxg of Nissan Capital of America, Inc., xx xxxx then "Ba1" by Moody's, unless the Owner Trustee and the Indenture Trustee sxxxx xxve received an Opinion of Counsel to the effect that such purchase shall not constitute a fraudulent conveyance, subject to such assumptions as to factual matters as may be contained therein. Amounts so deposited will be paid and distributed as set forth in Section 5.06 of this Agreement. Upon such deposit of the amount necessary to pay purchase the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance corpus of the Receivables as Owner Trust Estate, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, of the Servicer and the Seller, and distributed by the Indenture Trustee to the Servicer or the Seller, as applicable, or may be applied by the Servicer or the Seller, at their option, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with the Trust AgreementReceivables.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than ten (10) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Account, shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. (a) Subject to Section 10.1(a) If, as of the Indenture, on the last day of any Collection Period as of which Period, the Pool Balance shall be less than or equal to 510% of the Original initial Pool Balance, the Servicer and the Seller (so long as it is the holder of any Certificates) each shall have the option to purchase on the following Distribution Date the Owner Holding Trust Estate, other than the Trust Accounts; providedCollection Account, howeverthe Note Payment Account, that the amount to be paid for such purchase (as set forth in Certificate Payment Account or the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the NotesReserve Account. To exercise such option, the Servicer or shall notify the SellerDepositor, as the case may beOwner Trustee, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds Indenture Trustee and the distributions required Rating Agencies no later than thirty (30) days prior to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after the last day of the Collection Period preceding the Distribution Date on which such optional purchase occurs repurchase is to be effected and shall be property, and deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the accountReceivables, plus the appraised value of any other Trust Property, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer and shall not be permitted to exercise such option unless the Seller, and distributed by amount to be deposited in the Indenture Trustee Collection Account pursuant to this Section 9.1(a) is at least equal to the sum of all amounts due to the Servicer or under this Agreement plus the Seller, as applicable, or may be applied by Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer or in any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Service Advances. Upon such payment, the SellerServicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, at their optionplus, to the payment of the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit extent necessary, all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to the Collection Account in connection with an optional purchase of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then the Indenture Trustee will return to each Person that deposited amounts to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Account, shall be used to make payments in full to the application of Available Funds and Noteholders in the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders manner set forth in accordance with the Trust AgreementArticle IV.

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Original Pool Balancesuch purchase, the Servicer “Optional Purchase”) and the Seller other assets in the Trust Estate (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in Reserve Account) on any Payment Date if both of the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount (the “Optional Purchase Amount”) equal to the greater of conditions are satisfied: (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after , the last day Pool Balance has declined to 10% or less of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, Pool Balance as of the Servicer Cut-Off Date and (ii) the sum of the Optional Purchase Price and the SellerAvailable Collections for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, and distributed (B) interest then due on the Notes, (C) the aggregate Outstanding Note Balance of all of the Notes, as determined by the Indenture Trustee and (D) expenses (including indemnification amounts) due to the Servicer or Owner Trustee, the SellerIndenture Trustee, as applicablethe Administrator and the Servicer, or may be applied by which have not been previously paid. To exercise such option, the Servicer or the Seller, at their option, to the payment of shall deposit the Optional Purchase Amount. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion of the Optional Purchase Amount to the Collection Account. If any Person deposits all or a portion of the Optional Purchase Amount to Price into the Collection Account on the Business Day prior to such Payment Date. The Servicer shall furnish written notice of such election to the Indenture Trustee and the Owner Trustee not later than twenty (20) days (or such longer period as may be required by the Clearing Agency in connection with an optional purchase the Note Depository Agreement for notice in connection with a redemption of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date (either because less than the entire Optional Purchase Amount is deposited Notes) prior to the Collection Account in order to effect the optional purchase or for any other reason)Redemption Date. Following its receipt of such notice, then (i) the Indenture Trustee will return to each Person that deposited amounts promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase [to the Collection Account as Optional Purchase Amounts the amounts so deposited, without deduction or offset, on the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(a) hereof, Section 5.6 of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect Swap Counterparty and] to the application Noteholders of Available Funds record on such date and (ii) the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional Issuer will promptly (but not later than 3 Business Days after it has received such notice) provide notice of such purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent to the Certificateholders in accordance with of record on such date. The purchase price for the Trust AgreementEstate (other than the Reserve Account) under this Section 6.6 shall be equal to the Optional Purchase Price. If the Servicer exercises its option to purchase the Trust Estate (other than the Reserve Account), the Notes shall be redeemed and in each case in whole but not in part on the Redemption Date for the Redemption Price.

Optional Purchase of All Receivables. The Servicer, may purchase the outstanding Receivables (a) Subject to Section 10.1(a) of the Indenture, on the last day of any Collection Period as of which the Pool Balance shall be less than or equal to 5% of the Original Pool Balancesuch purchase, the Servicer “Optional Purchase”) and the Seller other assets in the Trust Estate (so long as it is the holder of any Certificates) each shall have the option to purchase the Owner Holding Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentenceReserve Account) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit or cause to be deposited, pursuant to Section 5.6, in the Collection Account an amount any Payment Date (the “Optional Purchase AmountDate”) equal to if both of the greater of following conditions are satisfied: (i) the amount necessary to pay the full amount of principal and interest then due and payable on the Notes after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on such date and (ii) the aggregate Principal Balance of the Receivables as of the last day of the related Collection Period. Collected Funds received after , the last day Pool Balance has declined to [5.0]% or less of the Collection Period preceding the Distribution Date on which such optional purchase occurs shall be property, and for the account, Pool Balance as of the Servicer Cut-Off Date and (ii) the sum of the Optional Purchase Price and the SellerAvailable Collections for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, and distributed (B) interest then due on the Notes, (C) the aggregate unpaid Note Balance of all of the Outstanding Notes, as determined by the Indenture Trustee and (D) expenses (including indemnification amounts) due to the Servicer or Owner Trustee, the SellerIndenture Trustee, as applicablethe Administrator and the Servicer, or may be applied by which have not been previously paid. To exercise such option, the Servicer or the Seller, at their option, to the payment of shall deposit the Optional Purchase AmountPrice into the Collection Account on the Business Day prior to the Optional Payment Date. The parties hereto acknowledge and agree that any Person that is a Certificateholder or Certificate Owner may deposit all or any portion Servicer shall furnish written notice of its election to exercise the Optional Purchase Amount to the Collection Account. If any Person deposits all Indenture Trustee and the Owner Trustee not later than twenty (20) days (or such longer period as may be required by the Clearing Agency in connection with the Note Depository Agreement for notice in connection with a portion redemption of the Notes) prior to the Optional Purchase Amount to the Collection Account in connection with an optional purchase Date. Following its receipt of all Receivables under this Section 10.1 but such optional purchase does not occur on the related Distribution Date notice, (either because less than the entire Optional Purchase Amount is deposited to the Collection Account in order to effect the optional purchase or for any other reason), then i) the Indenture Trustee will return promptly (but not later than 3 Business Days after it has received such notice) provide notice of such election to each Person that deposited amounts to [the Collection Account as Optional Purchase Amounts Swap Counterparty and] the amounts so deposited, without deduction or offset, Noteholders of record on such date and (ii) the Distribution Date on which the optional purchase was intended to be made, prior to any other allocations from the Collection Account in accordance with Section 5.7(aIssuer will promptly (but not later than 3 Business Days after it has received such notice) hereof, Section 5.6 provide notice of the Indenture or any other provision of any Basic Document. Any Available Funds or amounts on deposit in the Reserve Account remaining after giving effect to the application of Available Funds and the distributions required to be made pursuant to Section 5.7 on the Distribution Date on which the optional purchase occurs shall be deposited by the Indenture Trustee into the Certificate Distribution Account for distribution by the Certificate Paying Agent such election to the Certificateholders in accordance with of record on such date. The purchase price for the Trust AgreementEstate (other than the Reserve Account) under this Section 6.6 shall be equal to the Optional Purchase Price. If the Servicer exercises its option to purchase the Trust Estate (other than the Reserve Account), the Notes shall be redeemed and in each case in whole but not in part on the Optional Purchase Date for the Redemption Price.