Common use of Optional Purchase Clause in Contracts

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase Agreement, the Seller may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Account or the applicable Series Account, not later than such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement, the amount specified in such Supplement or Receivables Purchase Agreement. (b) The amount deposited pursuant to subsection 12.2(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of the related Receivables Purchase Series. All Certificates of a Certificate Series which are to be redeemed by the Trust pursuant to subsection 12.2(a) shall be canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Seller. The Investor Interest of each Certificate Series which is redeemed by the Trust pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), shall, for the purposes of the definition of "Seller Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest shall thereupon be deemed to have been increased by the Investor Interest of such Certificate Series or the repurchased Receivables Purchase Interest.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Seller (or, if neither such deposits nor such obligations of the Seller are rated by Xxxxx’x, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller so long as such holding company is Bank of America Corporation) are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Xxxxx’x, no such event shall occur unless the Seller shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Seller. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Seller pursuant to subsection 12.2(a12.02(a) shall be delivered by the Seller upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Seller. The Investor Interest of each Certificate Series which is redeemed purchased by the Trust Seller pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "“Seller Interest," ” be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest shall thereupon be deemed to have been increased by the Investor Interest of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.3, the amount specified in such Supplement; provided that if the short term deposits or long-term unsecured debt obligations of Transferor are not rated at the time of such purchase of Certificates at least P-3 or Baa-3, respectively, by Xxxxx'x, no such event shall occur unless Transferor shall deliver an Opinion of Counsel reasonably acceptable to Trustee that such deposit into the Distribution Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of Transferor. (b) The amount deposited pursuant to subsection 12.2(a) shall be paid to the Investor Holders of the related Series pursuant to Section 12.3 on the related Distribution Date to following the Investor Certificateholders date of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of the related Receivables Purchase Seriessuch deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a) shall be delivered by Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), ) shall, for the purposes of the definition of "Seller Transferor Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor (so long as the Transferor is the Servicer or an Affiliate of the Servicer) may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferor are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Xxxxx’x, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "Seller “Transferor Interest," ” be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Investor Certificates on a specified Distribution Date or when the Investor Amount reaches a specified level or under any circumstances specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.02, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferor are not rated at the time of such purchase of Certificates at least P-3 or Baa3, respectively, by Moody's, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Collection Account or any Series Account as provided in the related Supplement or would not constitute a fraudulent conveyance of the Transferor (based in reliance on certificates to the effect that the Receivables Purchase Agreementconstitute fair value for consideration paid therefor and as to the solvency of the Transferor). (b) The amount deposited pursuant to subsection 12.2(a12.05(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.02 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.05(a) shall be canceled delivered by the Transferor upon such purchase to, and be cancelled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.05(a) shall, for the purposes of the definition definitions of "Seller InterestSeries Invested Amount" and "Transferor Amount," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest Transferor Amount shall thereupon be deemed to have been increased by the Investor Interest Series Invested Amount of such Certificate Series or the repurchased Receivables Purchase Interest.Series. [END OF ARTICLE XII]

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase Agreement, the Seller may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Account or the applicable Series Account, not later than such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement, the amount specified in such Supplement or Receivables Purchase Agreement. (b) The amount deposited pursuant to subsection 12.2(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of the related Receivables Purchase Series. All Certificates of a Certificate Series which are to be redeemed by the Trust pursuant to subsection 12.2(a) shall be canceled by the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Seller. The Investor Interest of each Certificate Series which is redeemed by the Trust pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), shall, for the purposes of the definition of "“Seller Interest," ” be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest shall thereupon be deemed to have been increased by the Investor Interest of such Certificate Series or the repurchased Receivables Purchase Interest.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor (so long as the Transferor is the Servicer or an Affiliate of the Servicer) may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferor (or, if neither such deposits nor such obligations of the Transferor are rated by Xxxxx'x, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Transferor so long as such holding company is BANK ONE CORPORATION) are not rated at the time of such purchase of Receivables at least "P-3" or "Baa-3," respectively, by Xxxxx'x, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel or an Officer's Certificate reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest Invested Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "Seller Transferor Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest Invested Amount of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller mayTransferors may (so long as the Transferor causing such distribution is the Servicer or an Affiliate of the Servicer), but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Investor Certificates on a specified Distribution Date or when the Investor Amount reaches a specified level or under any circumstances specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.02, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferors or the parent or parents of the Transferors are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Moody's, no such event shall occur unless the Transferors shall delivxx xx Xpinion of Counsel reasonably acceptable to the Trustee that such deposit into the Collection Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent transfer of the Transferors (based in reliance on certificates to the effect that the Transferors have received reasonably equivalent value and as to the solvency of the Transferors). (b) The amount deposited pursuant to subsection 12.2(a12.05(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.02 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferors pursuant to subsection 12.2(a12.05(a) shall be canceled delivered by the Transferors upon such purchase to, and be cancelled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferors. The Investor Interest Amount of each Certificate Series which is redeemed purchased by the Trust Transferors pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.05(a) shall, for the purposes of the definition definitions of "Seller InterestSeries Invested Amount" and "Transferor Amount," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest Transferor Amount shall thereupon be deemed to have been increased by the Investor Interest Series Invested Amount of such Certificate Series or the repurchased Receivables Purchase Interest.Series. [END OF ARTICLE XII] 100

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.3, the amount specified in such Supplement; provided that if the short term deposits or long-term unsecured debt obligations of Transferor are not rated at the time of such purchase of Certificates at least P-3 or Baa-3, respectively, by Moody's, no such event xxxxx xccur unless Transferor shall deliver an Opinion of Counsel reasonably acceptable to Trustee that such deposit into the Distribution Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of Transferor. (b) The amount deposited pursuant to subsection 12.2(a) shall be paid to the Investor Holders of the related Series pursuant to Section 12.3 on the related Distribution Date to following the Investor Certificateholders date of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of the related Receivables Purchase Seriessuch deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a) shall be delivered by Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), ) shall, for the purposes of the definition of "Seller Transferor Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.3, the amount specified in such Supplement; PROVIDED, HOWEVER that if the short-term deposits or long-term unsecured debt obligations of the Transferor (or, if neither such deposits nor such obligations of the Transferor are rated by Moody's, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Transferor so long as such holding company is First Bank System, Inc.) are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Moody's, no such event shall occur 122 unless the Transferor shall deliver an Opinion of Counsel to the Trustee that such deposit into the Collection Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.2(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to accordance with the customary procedures of the Trustee and the Sellerin effect from time to time. The Investor Interest Invested Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), ) shall, for the purposes of the definition of "Seller InterestTransferor Amount," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest Transferor Amount shall thereupon be deemed to have been increased by the Investor Interest Invested Amount of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor (so long as the Transferor is the Servicer or an Affiliate of the Servicer) may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferor (or, if neither such deposits nor such obligations of the Transferor are rated by Xxxxx’x, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Transferor so long as such holding company is JPMorgan Chase & Co.) are not rated at the time of such purchase of Receivables at least “P-3” or “Baa-3,” respectively, by Xxxxx’x, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel or an Officer’s Certificate reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest Invested Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "Seller “Transferor Interest," ” be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest Invested Amount of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Seller (or, if neither such deposits nor such obligations of the Seller are rated by Xxxxx’x, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller so long as such holding company is MBNA Corporation) are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Xxxxx’x, no such event shall occur unless the Seller shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Seller. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Seller pursuant to subsection 12.2(a12.02(a) shall be delivered by the Seller upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Seller. The Investor Interest of each Certificate Series which is redeemed purchased by the Trust Seller pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "“Seller Interest," ” be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest shall thereupon be deemed to have been increased by the Investor Interest of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor (so long as the Transferor is the Servicer or an Affiliate of the Servicer) may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferor (or, if neither such deposits nor such obligations of the Transferor are rated by Moody's, then the short-term deposits or long-term unsecured debt xxxxxxtions of the holding company of the Transferor so long as such holding company is BANK ONE CORPORATION) are not rated at the time of such purchase of Receivables at least "P-3" or "Baa-3," respectively, by Moody's, no such event shall occur unless the Transferor shall dexxxxx xn Opinion of Counsel or an Officer's Certificate reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest Invested Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "Seller Transferor Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest Invested Amount of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however, that if the short-term unsecured debt obligations or long-term unsecured debt obligations of Dillard's are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Xxxxx'x, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance by the Transferor. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "Seller Transferor Interest," ", be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferor (or, if neither such deposits nor such obligations of the Transferor are rated by Xxxxx'x, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Transferor so long as such holding company is First USA, Inc.) are not rated at the time of such purchase of Receivables at least P-3 or Baa-3, respectively, by Xxxxx'x, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest Invested Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "Seller Transferor Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest Invested Amount of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Sellers may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Investor Certificates on a specified Distribution Date or when the Investor Amount reaches a specified level or under any circumstances specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.02, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Sellers are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Moodx'x, xx such event shall occur unless the Sellers shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Collection Account or any Series Account as provided in the related Supplement or would not constitute a fraudulent conveyance of the Sellers (based in reliance on certificates to the effect that the Receivables Purchase Agreement. (b) constitute fair value for consideration paid therefor and as to the solvency of the Sellers). The amount deposited pursuant to subsection 12.2(a12.05(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.02 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Sellers pursuant to subsection 12.2(a12.05(a) shall be canceled delivered by the Sellers upon such purchase to, and be cancelled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Seller. The Investor Interest Amount of each Certificate Series which is redeemed purchased by the Trust Sellers pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.05(a) shall, for the purposes of the definition definitions of "Series Invested Amount" and "Seller InterestAmount," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest Amount shall thereupon be deemed to have been increased by the Investor Interest Series Invested Amount of such Certificate Series or the repurchased Receivables Purchase Interest.Series. [END OF ARTICLE XII]

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Investor Certificates on a specified Distribution Date or when the Investor Amount reaches a specified level or under any circumstances specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.02, the amount specified in such Supplement; PROVIDED, HOWEVER that if the short-term deposits or long-term unsecured debt obligations of the Transferor are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Xxxxx'x, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Collection Account or any Series Account as provided in the related Supplement or would not constitute a fraudulent conveyance of the Transferor (based in reliance on certificates to the effect that the Receivables Purchase Agreementconstitute fair value for consideration paid therefor and as to the solvency of the Transferor). (b) The amount deposited pursuant to subsection 12.2(a12.05(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.02 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.05(a) shall be canceled delivered by the Transferor upon such purchase to, and be cancelled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.05(a) shall, for the purposes of the definition definitions of "Seller InterestSeries Invested Amount" and "Transferor Amount," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest Transferor Amount shall thereupon be deemed to have been increased by the Investor Interest Series Invested Amount of such Certificate Series or the repurchased Receivables Purchase Interest.Series. [END OF ARTICLE XII]

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor (so long as the Transferor is the Servicer or an Affiliate of the Servicer) may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferor (or, if neither such deposits nor such obligations of the Transferor are rated by Moody's, then the short-term deposits or long-term unsecured dexx xxxxgations of the holding company of the Transferor so long as such holding company is BANK ONE CORPORATION) are not rated at the time of such purchase of Receivables at least "P-3" or "Baa-3," respectively, by Moody's, no such event shall occur unless the Transferor shall xxxxxxx an Opinion of Counsel or an Officer's Certificate reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest Invested Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "Seller Transferor Interest," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest Invested Amount of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.3, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferor (or, if neither such deposits nor such obligations of the Transferor are rated by Xxxxx'x, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Transferor so long as such holding company is First Bank System, Inc.) are not rated at the 113 time of such purchase of Receivables at least P-3 or Baa3, respectively, by Xxxxx'x, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Collection Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.2(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest Invested Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), ) shall, for the purposes of the definition of "Seller InterestTransferor Amount," be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Interest Transferor Amount shall thereupon be deemed to have been increased by the Investor Interest Invested Amount of such Certificate Series or the repurchased Receivables Purchase InterestSeries.

Optional Purchase. (a) If so provided in any Supplement or any Receivables Purchase AgreementSupplement, the Seller Transferor (so long as the Transferor is the Servicer or an Affiliate of the Servicer) may, but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Certificates on a Distribution Date specified in such Supplement or Receivables Purchase Agreement by depositing into the Collection Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferor (or, if neither such deposits nor such obligations of the Transferor are rated by Xxxxx’x, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Transferor so long as such holding company is JPMorgan Chase& Co.) are not rated at the time of such purchase of Receivables at least “P-3” or “Baa-3,” respectively, by Xxxxx’x, no such event shall occur unless the Transferor shall deliver an Opinion of Counsel or an Officer’s Certificate reasonably acceptable to the Trustee that such deposit into the Distribution Account or any Series Account as provided in the related Supplement or Receivables Purchase Agreementwould not constitute a fraudulent conveyance of the Transferor. (b) The amount deposited pursuant to subsection 12.2(a12.02(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.3 or Receivables Purchasers of 12.03 on the related Receivables Purchase SeriesDistribution Date following the date of such deposit. All Certificates of a Certificate Series which are to be redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a12.02(a) shall be delivered by the Transferor upon such purchase to, and be canceled by by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the SellerTransferor. The Investor Interest Invested Amount of each Certificate Series which is redeemed purchased by the Trust Transferor pursuant to subsection 12.2(a), and the Receivables Purchase Interests which are repurchased by the Trust pursuant to subsection 12.2(a), 12.02(a) shall, for the purposes of the definition of "Seller “Transferor Interest," ” be deemed to be equal to zero on the Distribution Date following the making of the deposit, and the Seller Transferor Interest shall thereupon be deemed to have been increased by the Investor Interest Invested Amount of such Certificate Series or the repurchased Receivables Purchase InterestSeries.