Common use of Optional Repurchase Clause in Contracts

Optional Repurchase. (a) On any Distribution Date occurring on or after the date on which the Invested Amount is reduced to 10% or less of the aggregate principal amount of the Certificates on the Closing Date, the Depositor shall have the option, subject to the condition set forth in subsection (c) of this Section 7.01, to purchase the entire amount of, but not less than the entire amount of, the Certificates, at a purchase price equal to the Reassignment Amount for such Distribution Date. (b) The Depositor shall give the Servicer and the Trustee at least ten (10) days' prior written notice of the Distribution Date on which the Depositor intends to exercise such purchase option. On the Business Day immediately prior to such Distribution Date the Depositor shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. The Reassignment Amount shall be distributed as set forth in Section 8.01(b) hereof. (c) If at the time the Depositor exercises its purchase option hereunder the Depositor's long-term unsecured debt has a rating lower than the lowest investment grade rating of the Rating Agency, the Depositor shall deliver to the Trustee on such Distribution Date an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Certificates purchased by the Depositor constitute fair value for the consideration paid therefor and as to the solvency of the Depositor, the purchase of the Certificates would not be considered a fraudulent conveyance under applicable law.

Optional Repurchase. (a) On any Distribution Date day occurring on or after the date on which the Invested Amount is reduced to 105% or less of the aggregate principal amount of the Certificates on the Closing DateInitial Invested Amount, the Depositor Transferors shall have the option, subject to the condition set forth in subsection (c) of this Section 7.01, option to purchase the entire amount of, but not less than the entire amount of, the CertificatesSeries 2000-4 Certificateholders' Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which the Transferors exercise such option, the long-term unsecured debt obligations of either Transferor purchasing the Series 2000-4 Certificateholders' Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer's Certificate which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor. (b) The Depositor Transferors shall give the Servicer and the Trustee at least ten (10) days' 30 days prior written notice of the Distribution Date date on which the Depositor intends Transferors intend to exercise such purchase option. On Not later than 12:00 noon, New York City time, on such day the Business Day immediately prior to such Distribution Date the Depositor Transferors shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. Following the deposit of the Reassignment Amount into the Collection Amount in accordance with the foregoing, the Invested Amount for Series 2000-4 shall be reduced to zero and the Series 2000-4 Certificateholders shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section subsection 8.01(b) hereof). (c) If at the time the Depositor exercises its purchase option hereunder the Depositor's long-term unsecured debt has a rating lower than the lowest investment grade rating of the Rating Agency, the Depositor shall deliver to the Trustee on such Distribution Date an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Certificates purchased by the Depositor constitute fair value for the consideration paid therefor and as to the solvency of the Depositor, the purchase of the Certificates would not be considered a fraudulent conveyance under applicable law.

Optional Repurchase. (a) On any Distribution Date occurring on or after the date on which the Invested Amount is reduced to 10% or less of the aggregate principal amount of the Certificates on the Closing DateDate or less, the Depositor Seller shall have the option, subject to the condition set forth in subsection paragraph (c) of this Section 7.01), to purchase the entire amount ofentire, but not less than the entire amount ofentire, the CertificatesSeries 1996-2 Certificateholders' Interest, at a purchase price equal to the Reassignment Amount for such Distribution Date. (b) The Depositor Seller shall give the Servicer and the Trustee at least ten (10) 10 days' prior written notice of the Distribution Date on which the Depositor Seller intends to exercise such purchase option. On the Business Day immediately prior to Not later than 12:00 noon, New York City time, on such Distribution Date the Depositor Seller shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. The Reassignment Amount shall be distributed as set forth in Section 8.01(b) hereof). (c) If at the time the Depositor Seller exercises its purchase option hereunder the DepositorSeller's long-term unsecured debt has a rating lower than the lowest investment grade rating of the Rating Agency, the Depositor Seller shall deliver to the Trustee on such Distribution Date an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Certificates Series 1996-2 Certificateholders' Interest purchased by the Depositor constitute Seller constitutes fair value for the consideration paid therefor and as to the solvency of the DepositorSeller, the purchase of the Certificates Series 1996-2 Certificateholders' Interest would not be considered a fraudulent conveyance under applicable law.

Optional Repurchase. (a) On any Distribution Date day occurring on or after the date on which the Invested Amount is reduced to 105% or less of the aggregate principal amount of the Certificates on the Closing DateInitial Invested Amount, the Depositor Transferors shall have the option, subject to the condition set forth in subsection (c) of this Section 7.01, option to purchase the entire amount of, but not less than the entire amount of, the CertificatesSeries 2000-3 Certificateholders' Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which the Transferors exercise such option, the long-term unsecured debt obligations of either Transferor purchasing the Series 2000-3 Certificateholders' Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer's Certificate which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor. (b) The Depositor Transferors shall give the Servicer and the Trustee at least ten (10) days' 30 days prior written notice of the Distribution Date date on which the Depositor intends Transferors intend to exercise such purchase option. On Not later than 12:00 noon, New York City time, on such day the Business Day immediately prior to such Distribution Date the Depositor Transferors shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. Following the deposit of the Reassignment Amount into the Collection Amount in accordance with the foregoing, the Invested Amount for Series 2000-3 shall be reduced to zero and the Series 2000-3 Certificateholders shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section subsection 8.01(b) hereof). (c) If at the time the Depositor exercises its purchase option hereunder the Depositor's long-term unsecured debt has a rating lower than the lowest investment grade rating of the Rating Agency, the Depositor shall deliver to the Trustee on such Distribution Date an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Certificates purchased by the Depositor constitute fair value for the consideration paid therefor and as to the solvency of the Depositor, the purchase of the Certificates would not be considered a fraudulent conveyance under applicable law.

Optional Repurchase. (a) On any Distribution Date occurring on or after the date on which the Invested Amount is reduced to 10% or less of the aggregate principal amount of the Certificates on the Closing DateDate or less, the Depositor Transferor shall have the option, subject to the condition set forth in subsection paragraph (c) of this Section 7.01), to purchase the entire amount ofentire, but not less than the entire amount ofentire, the CertificatesSeries 1995-1 Certificateholders' Interest, at a purchase price equal to the Reassignment Amount for such Distribution Date. (b) The Depositor Transferor shall give the Servicer and the Trustee at least ten (10) 10 days' prior written notice of the Distribution Date on which the Depositor Transferor intends to exercise such purchase option. On the Business Day immediately prior to Not later than 12:00 noon, New York City time, on such Distribution Date the Depositor Transferor shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. The Reassignment Amount shall be distributed as set forth in Section 8.01(b) hereof12.3 of the Agreement. (c) If at the time the Depositor Transferor exercises its purchase option hereunder the DepositorTransferor's long-term unsecured debt has a rating lower than the lowest investment grade rating of the Rating Agency, the Depositor Transferor shall deliver to the Trustee on such Distribution Date an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Certificates Series 1995-1 Certificateholders' Interest purchased by the Depositor constitute Transferor constitutes fair value for the consideration paid therefor and as to the solvency of the DepositorTransferor, the purchase of the Certificates Series 1995-1 Certificateholders' Interest would not be considered a fraudulent conveyance under applicable law.

Optional Repurchase. (a) On any Distribution Date occurring on or after the date on which the Invested Amount is reduced to 10% or less of the aggregate principal amount of the Certificates on the Closing Date, the Depositor shall have the option, subject to the condition set forth in subsection (c) of this Section 7.01, to purchase the entire amount of, but not less than the entire amount of, the Certificates, at a purchase price equal to the Reassignment Amount for such Distribution Date. (b) The Depositor shall give the Servicer and the Trustee at least ten (10) days' prior written notice of the Distribution Date on which the Depositor intends to exercise such purchase option. On the Business Day immediately prior to such Distribution Date the Depositor shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. The Reassignment Amount shall be distributed as set forth in Section 8.01(b) hereof. (c) If at the time the Depositor exercises its purchase option hereunder the Depositor's long-term unsecured debt has a rating lower than the lowest investment grade rating of the Rating Agency, the Depositor shall deliver to the Trustee on such Distribution Date an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Certificates purchased by the Depositor constitute fair value for the consideration paid therefor and as to the solvency of the Depositor, the purchase of the Certificates would not be considered a fraudulent conveyance under applicable law.,

Optional Repurchase. (a) On any Distribution Date ------------------- occurring on or after the date on which the Invested Amount is reduced to 10(_)% or less of the aggregate principal amount of the Certificates on the Closing DateDate or less, the Depositor Transferor shall have the option, subject to the condition set forth in subsection paragraph (c) of this Section 7.01), to purchase the entire amount ofentire, but not less than the entire amount ofentire, the CertificatesSeries (_) Certificateholder's Interest, at a purchase price equal to the Reassignment Amount for such Distribution Date. (b) The Depositor Transferor shall give the Master Servicer and the Trustee at least ten (10) 10 days' prior written notice of the Distribution Date on which the Depositor Transferor intends to exercise such purchase option. On the Business Day immediately prior to Not later than 12:00 noon, New York City time, on such Distribution Date the Depositor Transferor shall deposit the Reassignment Amount into the Collection Account in immediately available funds. Such purchase option is subject to payment in full of the Reassignment Amount. The Reassignment Amount shall be distributed as set forth in Section 8.01(b) hereof9.01(b). (c) If at the time the Depositor Transferor exercises its purchase option hereunder the DepositorTransferor's long-term unsecured debt has a rating lower than the lowest investment grade rating of the Rating Agency, the Depositor Transferor shall deliver to the Trustee on such Distribution Date an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Certificates Series (_) Certificateholder's Interest purchased by the Depositor constitute Transferor constitutes fair value for the consideration paid therefor and as to the solvency of the DepositorTransferor, the purchase of the Certificates Series (_) Certificateholder's Interest would not be considered a fraudulent conveyance under applicable law.