Common use of Optional Amortization Clause in Contracts

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee and the Class A Administrative Agents for affected Class A Ownership Groups (an “Optional Amortization Notice”) at least two Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes with Available Principal Collections on the Optional Amortization Date, in full or in part, in an amount (the “Optional Amortization Amount”), which shall be allocated to the Class A Notes. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group shall be in an aggregate amount not less than $1,000,000 or a higher integral multiple thereof, except that the Optional Amortization Amount allocated to any Class A Ownership Group may equal the entire Principal Balance of the related Class A Note for such Class A Ownership Group. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership Groups. The Optional Amortization Amount shall be paid from Shared Principal Collections pursuant to Section 8.5 of the Indenture and Section 5.8. Accrued interest and any Class A Additional Amounts, payable to each affected Class A Ownership Group shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw from the Collection Account and deposit in the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an amount sufficient to pay the Optional Amortization Amount on that Optional Amortization Date, and the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and deposit.

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee and Trustee, the Class B Noteholders, the Class C Noteholders, the Class A Administrative Agents for affected Class A Ownership Groups and the Class M Administrative Agents for affected Class M Ownership Groups (an “Optional Amortization Notice”) at least two Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes, the Class M Notes, the Class B Notes and the Class C Notes with Available Principal Collections on the Optional Amortization Date, in full or in part, in an amount (the “Optional Amortization Amount”), which shall be allocated to among the Class A Notes, the Class M Notes, the Class B Notes and the Class C Notes, based on the Class A Pro Rata Percentage, the Class M Pro Rata Percentage, the Class B Pro Rata Percentage and the Class C Pro Rata Percentage, respectively. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group and the Related Class M Ownership Group shall be in an aggregate amount not less than $1,000,000 or a higher integral multiple thereof, except that the Optional Amortization Amount allocated to any Class A Ownership Group may equal the entire Principal Balance of the related Class A Note for such Class A Ownership Group and that the Optional Amortization Amount allocated to any Class M Ownership Group may equal the entire Principal Balance of the related Class M Note for such Class M Ownership Group. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Classes, Class A Ownership Groups and Class M Ownership Groups; provided that if the Administrative Agent for, or any Purchaser in, a Class A Ownership Group to which a portion of the Optional Amortization Amount is allocated is also the Administrative Agent for, or a Purchaser in, a Related Class M Ownership Group, then a corresponding portion of the Optional Amortization Amount must be allocated to the Related Class M Ownership Group so that the proportion of the Class A Principal Amount funded by such Class A Ownership Group to the Class M Principal Balance funded by the Related Class M Ownership Group would not change as a result of the allocation of the Optional Amortization Amount. The Optional Amortization Amount shall be paid from Shared Principal Collections pursuant to Section 8.5 of the Indenture and Section 5.8. Accrued interest and any Class A Additional Amounts, payable to each affected Class A Ownership Group shall be payable on the first Distribution Date on or after the related Optional Amortization Date. Accrued interest and any Class M Additional Amounts, payable to each affected Class M Ownership Group shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw from the Collection Account and deposit in the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an amount sufficient to pay the Optional Amortization Amount on that Optional Amortization Date, and the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and deposit.

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee and the Class A Administrative Agents for affected Class A Ownership Groups Investor Holders (an “Optional Amortization Notice”) at least two five Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes Investor Certificates with Available Optional Amortization Funds and/or Shared Principal Collections on the Optional Amortization Date, in full or in part, part in an amount (the “Optional Amortization Amount”), which shall be allocated to among the Class A NotesCertificates, the Class M Certificates, the Class B Certificates and the Class C Certificates based on the Class A Pro Rata Percentage, the Class M Pro Rata Percentage, the Class B Pro Rata Percentage and the Class C Pro Rata Percentage, respectively; provided that if as a result of the payment of a Mandatory Limited Payment Amount, the Class M Invested Amount exceeds an amount equal to the Required Class M Funded Amount, the Class B Invested Amount exceeds an amount equal to the Required Class B Funded Amount or the Class C Invested Amount exceeds an amount equal to the Required Class C Funded Amount, the Optional Amortization Amount may be allocated on a non-pro rata basis among the Classes of Series 2009-VFC1 Certificates in order to first, reduce the Class M Invested Amount to an amount not less than the Required Class M Funded Amount, second, to reduce the Class B Invested Amount to an amount not less than the Required Class B Funded Amount, and third, to reduce the Class C Invested Amount to an amount not less than the Required Class C Funded Amount. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group Interest shall be in an aggregate amount not less than $1,000,000 3,000,000 or a higher integral multiple multiples of $100,000 in excess thereof, except that the portion of the Optional Amortization Amount allocated to any Class A Ownership Group Interest may equal the entire Principal Balance Class A Funded Amount of the related Class A Note for such Class A Ownership GroupCertificate. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership Interests; provided that at any time that a Pro Rata Funding Event has occurred and is continuing, the Class A Pro Rata Percentage of the Optional Amortization Amount (other than any Optional Amortization Amount to be allocated to a Non-Renewing Ownership Group) shall be allocated among the Class A Ownership Interests (excluding any Non-Renewing Ownership Groups) on a pro rata basis based on their respective Class A Ownership Group Percentages; provided further that if a Pro Rata Funding Event has occurred and is continuing, and a Pro Rata Allocation does not exist on the related Optional Amortization Date, then the Class A Pro Rata Percentage of the Optional Amortization Amount shall instead be allocated among the Class A Ownership Interests on a non-pro rata basis such that a Pro Rata Allocation would exist after giving effect to application of the Optional Amortization Amount, and any requested Class A Incremental Funding that has been requested on or before the related Optional Amortization Date. The Optional Amortization Amount shall be paid from Optional Amortization Funds and/or Shared Principal Collections pursuant to Section 8.5 4.4. If a Class A Ownership Interest is divided into more than one Class A Funding Tranche, allocation of the Indenture Optional Amortization Amount for each Class A Ownership Interest among the various outstanding Class A Funding Tranches shall be at the discretion of Transferor, and Section 5.8. Accrued accrued interest and any Class A Additional Amounts, payable to each Amounts on the affected Class A Ownership Group Funding Tranches shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw Optional Amortization Funds from the Principal Account and/or Available Shared Principal Collections from the Collection Account and deposit in the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an aggregate amount sufficient to pay the Optional Amortization Amount on that Optional Amortization DateDate and deposit the same in the Distribution Account, and the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and deposit.

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee and the Class A Administrative Agents for affected Class A Ownership Groups Investor Holders (an “Optional Amortization Notice”) at least two five Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes Investor Certificates with Available Optional Amortization Funds and/or Shared Principal Collections on the Optional Amortization Date, in full or in part, part in an amount (the “Optional Amortization Amount”), which shall be allocated to among the Class A NotesCertificates, the Class M Certificates, the Class B Certificates and the Class C Certificates based on the Class A Pro Rata Percentage, the Class M Pro Rata Percentage, the Class B Pro Rata Percentage and the Class C Pro Rata Percentage, respectively. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group Interest shall be in an aggregate amount not less than $1,000,000 3,000,000 or a higher integral multiple multiples of $100,000 in excess thereof, except that the portion of the Optional Amortization Amount allocated to any Class A Ownership Group Interest may equal the entire Principal Balance Class A Funded Amount of the related Class A Note for such Class A Ownership GroupCertificate. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership GroupsInterests; provided that at any time that a Pro Rata Funding Event has occurred and is continuing, the Class A Pro Rata Percentage of the Optional Amortization Amount shall be allocated among the Class A Ownership Interests on a pro rata basis based on their respective Class A Ownership Group Percentages; provided further that if a Pro Rata Funding Event has occurred and is continuing, and a Pro Rata Allocation does not exist on the related Optional Amortization Date, then the Class A Pro Rata Percentage of the Optional Amortization Amount shall instead be allocated among the Class A Ownership Interests on a non-pro rata basis such that a Pro Rata Allocation would exist after giving effect to application of the Optional Amortization Amount, or if the requested Optional Amortization Amount is not large enough to achieve a Pro Rata Allocation, allocated in a manner reasonably determined by the Transferor to most closely align the Class A Ownership Interests’ Funded Amounts in proportion to the respective Class A Ownership Group Percentages. The Optional Amortization Amount shall be paid from Optional Amortization Funds and/or Shared Principal Collections pursuant to Section 8.5 4.4. If a Class A Ownership Interest is divided into more than one Class A Funding Tranche, allocation of the Indenture Optional Amortization Amount for each Class A Ownership Interest among the various outstanding Class A Funding Tranches shall be at the discretion of Transferor, and Section 5.8. Accrued accrued interest and any Class A Additional Amounts, payable to each Amounts on the affected Class A Ownership Group Funding Tranches shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw Optional Amortization Funds from the Principal Account and/or Available Shared Principal Collections from the Collection Account and deposit in the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an aggregate amount sufficient to pay the Optional Amortization Amount on that Optional Amortization DateDate and deposit the same in the Distribution Account, and the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and deposit.

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee and the Class A Administrative Agents for affected Class A Ownership Groups Noteholders (an “Optional Amortization Notice”) at least two Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes, the Class M Notes and the Class B Notes with Available Principal Collections on the Optional Amortization Date, in full full, or in part, part in an amount (the “Optional Amortization Amount”), which shall be allocated to among the Class A Notes, the Class M Notes and the Class B Notes, based on the Class A Pro Rata Percentage, the Class M Pro Rata Percentage and the Class B Pro Rata Percentage, respectively. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group shall be in an aggregate amount not less than $1,000,000 or a higher integral multiple thereof, except that the Optional Amortization Amount allocated to any Class A Ownership Group may equal the entire Principal Balance of the related Class A Note for such Class A Ownership Group. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership Groups. The Optional Amortization Amount shall be paid from Shared Principal Collections pursuant to Section 8.5 5.8. Allocation of the Indenture Optional Amortization Amount among the various outstanding Class A Funding Tranches shall be at the discretion of Transferor, and Section 5.8. Accrued accrued interest and any Class A Additional Amounts, payable to each Amounts on the affected Class A Ownership Group Funding Tranches shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw from the Collection Account and deposit in into the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an amount sufficient to pay the Optional Amortization Amount on that Optional Amortization Date, and the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and deposit.

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee and the Class A Administrative Agents for affected Class A Ownership Groups Noteholders (an “Optional Amortization Notice”) at least two five Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes, the Class M Notes and the Class B Notes with Available Principal Collections on the Optional Amortization Date, in full full, or in part, part in an amount (the “Optional Amortization Amount”), which shall be allocated to among the Class A Notes, the Class M Notes and the Class B Notes, based on the Class A Pro Rata Percentage, the Class M Pro Rata Percentage and the Class B Pro Rata Percentage, respectively. The portion of the Optional Amortization Amount allocated to any the Class A Ownership Group Notes shall be in an aggregate amount not less than $1,000,000 or a higher integral multiple thereofthereof for each Ownership Tranche as to which an optional amortization is taking place, except that the Optional Amortization Amount allocated to for any Class A Ownership Group Tranche may equal the entire Principal Balance of the related Class A Note for such Class A Ownership GroupNote. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership Groups. The Optional Amortization Amount shall be paid from Shared Principal Collections pursuant to Section 8.5 5.8. Allocation of the Indenture Optional Amortization Amount among the various outstanding Funding Tranches shall be at the discretion of Transferor, and Section 5.8. Accrued accrued interest and any Class A Additional Amounts, payable to each Amounts on the affected Class A Ownership Group Funding Tranches shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw from the Collection Account and deposit in into the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an amount sufficient to pay the Optional Amortization Amount on that Optional Amortization Date, and the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and deposit.

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee and the Class A Administrative Agents for affected Class A Ownership Groups Noteholders (an “Optional Amortization Notice”) at least two Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes, the Class M Notes, the Class B Notes and the Class C Notes with Available Principal Collections on the Optional Amortization Date, in full full, or in part, part in an amount (the “Optional Amortization Amount”), which shall be allocated to among the Class A Notes, the Class M Notes, the Class B Notes and the Class C Notes, based on the Class A Pro Rata Percentage, the Class M Pro Rata Percentage, the Class B Pro Rata Percentage and the Class C Pro Rata Percentage, respectively. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group shall be in an aggregate amount not less than $1,000,000 or a higher integral multiple thereof, except that the Optional Amortization Amount allocated to any Class A Ownership Group may equal the entire Principal Balance of the related Class A Note for such Class A Ownership Group. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership Groups. The ; provided that at any time that a Pro Rata Funding Event has occurred and is continuing, the Class A Pro Rata Percentage of the Optional Amortization Amount shall be paid from Shared Principal Collections pursuant to Section 8.5 of allocated among the Indenture and Section 5.8. Accrued interest and any Class A Additional Amounts, payable to each affected Ownership Groups on a pro rata basis based on their respective Class A Ownership Group shall be payable Percentages; provided further that if a Pro Rata Funding Event has occurred and is continuing, and a Pro Rata Allocation does not exist on the first Distribution Date on or after the related Optional Amortization Date. On , then the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form Class A Pro Rata Percentage of Exhibit B) to withdraw from the Collection Account and deposit in the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an amount sufficient to pay the Optional Amortization Amount shall instead be allocated among the Class A Ownership Groups on a non-pro rata basis such that a Pro Rata Allocation would exist after giving effect to application of the Optional Amortization DateAmount, and or if the Indenture Trusteerequested Optional Amortization Amount is not large enough to achieve a Pro Rata Allocation, acting allocated in accordance with such instructions, shall on such Business Day make such withdrawal and deposita manner reasonably determined by the Transferor to most closely align the Tranche Invested Amounts of each Class A Ownership Group in proportion to the respective Class A Ownership Group Percentages.

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee and the Class A Administrative Agents for affected Class A Ownership Groups Investor Holders (an “Optional Amortization Notice”) at least two Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes Investor Certificates with Available Optional Amortization Funds and/or Shared Principal Collections on the Optional Amortization Date, in full or in part, part in an amount (the “Optional Amortization Amount”), which shall be allocated to among the Class A NotesCertificates, the Class M Certificates, the Class B Certificates and the Class C Certificates based on the Class A Pro Rata Percentage, the Class M Pro Rata Percentage, the Class B Pro Rata Percentage and the Class C Pro Rata Percentage, respectively; provided that if a Mandatory Limited Amortization Period has commenced and is continuing as a result of a Merchant Bankruptcy Event, Optional Amortization Funds shall first be applied to reduce the Class A Funded Amount on a pro rata basis among all Class A Ownership Groups until the termination of such Mandatory Limited Amortization Period prior to application of any other Optional Amortization Funds pursuant to this Section 4(b); provided further that if as a result of the payment of a Mandatory Limited Payment Amount, the Class M Invested Amount exceeds an amount equal to the Required Class M Funded Amount, the Class B Invested Amount exceeds an amount equal to the Required Class B Funded Amount or the Class C Invested Amount exceeds an amount equal to the Required Class C Funded Amount, the Optional Amortization Amount may be allocated on a non-pro rata basis among the Classes of Series 2009-VFC1 Certificates in order to first, reduce the Class M Invested Amount to an amount not less than the Required Class M Funded Amount, second, to reduce the Class B Invested Amount to an amount not less than the Required Class B Funded Amount, and third, to reduce the Class C Invested Amount to an amount not less than the Required Class C Funded Amount. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group Interest shall be in an aggregate amount not less than $1,000,000 3,000,000 or a higher integral multiple multiples of $100,000 in excess thereof, except that the portion of the Optional Amortization Amount allocated to any Class A Ownership Group Interest may equal the entire Principal Balance Class A Funded Amount of the related Class A Note for such Class A Ownership GroupCertificate. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership Interests; provided that at any time that a Pro Rata Funding Event has occurred and is continuing, the Class A Pro Rata Percentage of the Optional Amortization Amount (other than any Optional Amortization Amount to be allocated to a Non-Renewing Ownership Group) shall be allocated among the Class A Ownership Interests (excluding any Non-Renewing Ownership Groups) on a pro rata basis based on their respective Class A Ownership Group Percentages; provided further that if a Pro Rata Funding Event has occurred and is continuing, and a Pro Rata Allocation does not exist on the related Optional Amortization Date, then the Class A Pro Rata Percentage of the Optional Amortization Amount shall instead be allocated among the Class A Ownership Interests on a non-pro rata basis such that a Pro Rata Allocation would exist after giving effect to application of the Optional Amortization Amount, and any requested Class A Incremental Funding that has been requested on or before the related Optional Amortization Date. The Optional Amortization Amount shall be paid from Optional Amortization Funds and/or Shared Principal Collections pursuant to Section 8.5 4.4. If a Class A Ownership Interest is divided into more than one Class A Funding Tranche, allocation of the Indenture Optional Amortization Amount for each Class A Ownership Interest among the various outstanding Class A Funding Tranches shall be at the discretion of Transferor, and Section 5.8. Accrued accrued interest and any Class A Additional Amounts, payable to each Amounts on the affected Class A Ownership Group Funding Tranches shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw Optional Amortization Funds from the Principal Account and/or Available Shared Principal Collections from the Collection Account and deposit in the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an aggregate amount sufficient to pay the Optional Amortization Amount on that Optional Amortization DateDate and deposit the same in the Distribution Account, and the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and deposit.

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee and the Class A Administrative Agents for affected Class A Ownership Groups Noteholders (an “Optional Amortization Notice”) at least two Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes, the Class M Notes and the Class B Notes with Available Principal Collections on the Optional Amortization Date, in full full, or in part, part in an amount (the “Optional Amortization Amount”), which shall be allocated to among the Class A Notes, the Class M Notes and the Class B Notes, based on the Class A Pro Rata Percentage, the Class M Pro Rata Percentage and the Class B Pro Rata Percentage, respectively. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group and the Related Class M Ownership Group shall be in an aggregate amount not less than $1,000,000 or a higher integral multiple thereof, except that the Optional Amortization Amount allocated to any Class A Ownership Group may equal the entire Principal Balance of the related Class A Note for such Class A Ownership Group and that the Optional Amortization Amount allocated to any Class M Ownership Group may equal the entire Principal Balance of the related Class M Note for such Class M Ownership Group. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Classes, Class A Ownership Groups and Class M Ownership Groups; provided that if the Administrative Agent for, or any Purchaser in, a Class A Ownership Group to which a portion of the Optional Amortization Amount is allocated is also the Administrative Agent for, or a Purchaser in, a Class M Ownership Group (a “Related Class M Ownership Group”), then a corresponding portion of the Optional Amortization Amount must be allocated to the Related Class M Ownership Group so that proportion of the principal amount of the Class A Notes funded by such Class A Ownership Group to the principal amount of the Class M Notes funded by the Related Class M Ownership Group would not change as a result of the allocation of the Optional Amortization Amount. The Optional Amortization Amount shall be paid from Shared Principal Collections pursuant to Section 8.5 5.8. Allocation of the Indenture Optional Amortization Amount among the various outstanding Class A Funding Tranches shall be at the discretion of Transferor, and Section 5.8. Accrued accrued interest and any Class A Additional Amounts, payable to each Amounts on the affected Class A Ownership Group Funding Tranches shall be payable on the first Distribution Date on or after the related Optional Amortization Date. Allocation of the Optional Amortization Amount among the various outstanding Class M Funding Tranches shall be at the discretion of Transferor, and accrued interest and any Class M Additional Amounts on the affected Class M Funding Tranches shall be payable on the first Distribution Date on or after the related Optional Amortization Date On the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw from the Collection Account and deposit in into the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an amount sufficient to pay the Optional Amortization Amount on that Optional Amortization Date, and the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and deposit.

Optional Amortization. On any Business Day in the Revolving Period or the Controlled Amortization Period, Transferor may cause Servicer to provide notice to the Indenture Trustee Trustee, the Class M Noteholders, the Class B Noteholders, the Class C Noteholders and the Class A Administrative Agents for affected Class A Ownership Groups (an “Optional Amortization Notice”) at least two five Business Days prior to any Business Day (the “Optional Amortization Date”) stating its intention to cause a full or partial amortization of the Class A Notes, the Class M Notes, the Class B Notes and the Class C Notes with Available Principal Collections on the Optional Amortization Date, in full or in part, in an amount (the “Optional Amortization Amount”), which shall be allocated to among the Class A Notes, the Class M Notes, the Class B Notes and the Class C Notes, based on the Class A Pro Rata Percentage, the Class M Pro Rata Percentage, the Class B Pro Rata Percentage and the Class C Pro Rata Percentage, respectively. The portion of the Optional Amortization Amount allocated to any the Class A Ownership Group Notes shall be in an aggregate amount not less than $1,000,000 or a higher integral multiple thereofthereof for each Ownership Group as to which an optional amortization is taking place, except that the Optional Amortization Amount allocated to for any Class A Ownership Group may equal the entire Principal Balance of the related Class A Note for such Class A Ownership Group. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership Groups. The Optional Amortization Amount shall be paid from Shared Principal Collections pursuant to Section 8.5 5.8. Allocation of the Indenture Optional Amortization Amount among the various outstanding Ownership Groups shall be pro rata based on their respective Ownership Group Percentage, and Section 5.8. Accrued accrued interest and any Class A Additional Amounts, payable to each affected Class A Ownership Group shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Servicer shall instruct the Indenture Trustee in writing (which writing shall be substantially in the form of Exhibit B) to withdraw from the Collection Account and deposit in into the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an amount sufficient to pay the Optional Amortization Amount on that Optional Amortization Date, and the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and deposit.

Optional Amortization. On any Business Day in during the Revolving Period or the Controlled Amortization Period, the Transferor may cause the Servicer to provide written notice to the Indenture Trustee Trustee, the Administrative Agent and the Class A Administrative Agents for affected Class A Ownership Groups Series 1997-One Certificateholders (an “"Optional Amortization Notice”") at least two five Business Days prior to any Business Day that is the last day of a Funding Period (the “"Optional Amortization Date”") stating its intention to cause a full or partial amortization of the Class A Notes with Available Principal Collections Series 1997-One Certificates on the Optional Amortization Date, in full or in part, Date in an amount (the “"Optional Amortization Amount”), which shall be allocated ") of (x) with respect to the Class A Notes. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group shall be in an aggregate amount Certificates, not less than $1,000,000 or a higher integral multiple thereof, except that the Class A Invested Amount on such Optional Amortization Date and (y) with respect to the Class B Certificates, an amount equal to the Class B Invested Amount allocated to any Class A Ownership Group may equal the entire Principal Balance of the related Class A Note for on such Class A Ownership Groupdate. The Optional Amortization Notice shall state the Optional Amortization Date, the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership Groupsoutstanding Tranches that mature on such Optional Amortization Date. The Optional Amortization Amount shall be paid from Shared any Available Principal Collections pursuant on deposit in the Collection Account, from funds on deposit in the Special Funding Account (but only to Section 8.5 the extent withdrawals from the Special Funding Account will not cause the Transferor Amount to be less than the Required Transferor Amount after giving effect to such withdrawal) or from the proceeds of the Indenture and Section 5.8issuance of one or more new Series of Investor Certificates issued substantially contemporaneously with such full amortization (or any combination of the above). Accrued interest and any The accrued interest, if any, on the Class A Additional Amounts, payable to each affected Class A Ownership Group B Invested Amount being paid on such date shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Date the Servicer shall instruct the Indenture Trustee in writing pay (which writing shall be substantially in the form of Exhibit Bx) to withdraw from the Collection Account and deposit in the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an amount sufficient to pay the Optional Amortization Amount on that with respect to the Class A Certificates to the Administrative Agent for the benefit of the Class A Certificateholders and (y) the Optional Amortization Date, and Amount with respect to the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and depositClass B Certificates to the Class B Certificateholders.

Optional Amortization. On any Business Day in during the Revolving Period or the Controlled Amortization Period, the Transferor may cause the Servicer to provide written notice to the Indenture Trustee Trustee, the Administrative Agent and the Class A Administrative Agents for affected Class A Ownership Groups Series 1999-One Certificateholders (an “Optional Amortization Notice”"OPTIONAL AMORTIZATION NOTICE") at least two Business Days prior to any Business Day that is the last day of a Funding Period (the “Optional Amortization Date”"OPTIONAL AMORTIZATION DATE") stating its intention to cause a full or partial amortization of the Class A Notes with Available Principal Collections Series 1999-One Certificates on the Optional Amortization Date, in full or in part, Date in an amount (the “Optional Amortization Amount”), which shall be allocated "OPTIONAL AMORTIZATION AMOUNT") of (x) with respect to the Class A Notes. The portion of the Optional Amortization Amount allocated to any Class A Ownership Group shall be in an aggregate amount Certificates, not less than $1,000,000 or a higher integral multiple thereof, except that the Class A Invested Amount on such Optional Amortization Date and (y) with respect to the Class B Certificates, an amount equal to the Class B Invested Amount allocated to any Class A Ownership Group may equal the entire Principal Balance of the related Class A Note for on such Class A Ownership Groupdate. The Optional Amortization Notice shall state the Optional Amortization Date, Date and the Optional Amortization Amount and the allocation of such Optional Amortization Amount among the various Classes and Class A Ownership GroupsAmount. The Optional Amortization Amount shall be paid from Shared any Available Principal Collections pursuant on deposit in the Collection Account, from funds on deposit in the Special Funding Account (but only to Section 8.5 the extent withdrawals from the Special Funding Account will not cause the Transferor Amount to be less than the Required Transferor Amount after giving effect to such withdrawal) or from the proceeds of the Indenture and Section 5.8issuance of one or more new Series of Investor Certificates issued substantially contemporaneously with such full amortization (or any combination of the above). Accrued interest and any The accrued interest, if any, on the Class A Additional Amounts, payable to each affected Class A Ownership Group B Invested Amount being paid on such date shall be payable on the first Distribution Date on or after the related Optional Amortization Date. On the Business Day prior to each Optional Amortization Date, Date the Servicer shall instruct the Indenture Trustee in writing pay (which writing shall be substantially in the form of Exhibit Bx) to withdraw from the Collection Account and deposit in the Distribution Account, to the extent of the available funds held therein as Shared Principal Collections pursuant to Section 5.8, an amount sufficient to pay the Optional Amortization Amount on that with respect to the Class A Certificates to the Administrative Agent for the benefit of the Class A Certificateholders and (y) the Optional Amortization Date, and Amount with respect to the Indenture Trustee, acting in accordance with such instructions, shall on such Business Day make such withdrawal and depositClass B Certificates to the Class B Certificateholders.