Common use of Optional Repurchase Clause in Contracts

Optional Repurchase. (a) On any day occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.0% or less of the Initial Invested Amount, the Transferors shall have the option to purchase the interest of the Series 1996-A Holders 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors shall give the Servicer and the Trustee at least ten days prior written notice of the date on which the Transferors intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day the 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b).

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961998-A Holders 2 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1998-2 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1998-2 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.0% or less of the Initial Invested AmountAmount as of the last day of the Funding Period, the Transferors shall have the option to purchase the interest of the Series 1996-A C Holders 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A C exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors shall give the Servicer and the Trustee at least ten days prior written notice of the date on which the Transferors intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day the 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A C Holders and the Invested Amount shall be reduced to zero and the Series 1996-A C Holders and the -55- Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b).

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961998-A Holders 7 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1998-7 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1998-7 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.010% or less of the Initial Invested Amountprincipal amount of the Certificates on the Closing Date or less, the Transferors Seller shall have the option option, subject to the condition set forth in paragraph (c), to purchase the interest of entire, but not less than the entire, Series 1996-A Holders 1 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Seller shall give the Servicer and the Trustee at least ten days 10 Business Days' prior written notice of the date Distribution Date on which the Transferors intend Seller intends to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors 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. Following Amount and if for any reason the Seller fails to deposit of the Reassignment Amount into the Collection Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall payments will continue to be distributed made to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the ReceivablesCertificateholders as provided herein. The Reassignment Amount shall be distributed as set forth in Section 8.1(b). (c) If at the time the Seller exercises its purchase option hereunder the Seller's unsecured debt is unrated or has a rating lower than the lowest investment grade rating of any Rating Agency, the 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 Series 1996-1 Certificateholders' Interest purchased by the Seller constitutes fair value for the consideration paid therefor and as to the Seller is solvent, the purchase of the Series 1996-1 Certificateholders' Interest would not be considered a fraudulent conveyance under applicable law.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961999-A Holders 7 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1999-7 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earliest of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1999-7 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961999-A Holders 2 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the L/C Reimbursement Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1999-2 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(e) through (l) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earliest of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the L/C Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1999-2 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961999-A Holders 1 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the L/C Reimbursement Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1999-1 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(e) through (l) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earliest of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the L/C Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1999-1 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961999-A Holders 5 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1999-5 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earliest of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1999-5 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961998-A Holders 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1998-3 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1998-3 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961999-A Holders 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1999-3 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earliest of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1999-3 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount as of the last day of the Funding Period, the Transferors shall have the option to purchase the interest of the Series 19961998-A Holders 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; PROVIDED provided that such repurchase option may not be exercised if the outstanding principal amount of Series 19961998-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors shall give the Servicer and the Trustee at least ten days prior written notice of the date on which the Transferors intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day the 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 19961998-A Holders and the Invested Amount shall be reduced to zero and the Series 19961998-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b).

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961997-A Holders 7 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1997-7 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1997-7 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961998-A Holders 9 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1998-9 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1998-9 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961997-A Holders 10 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1997-10 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1997-10 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961997-A Holders 2 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1997-2 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1997-2 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961997-A Holders 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1997-3 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1997-3 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961998-A Holders 1 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1998-1 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1998-1 Certificateholders shall be made to the Sellers.

Optional Repurchase. (a) On any day the Distribution Date occurring on or after the date on which the Invested Amount (after giving effect to any funds available for distribution in respect of principal on such date) is reduced to 5.05% or less of the Initial Invested AmountAmount or less, the Transferors Sellers shall have the option to purchase the interest of the Series 19961998-A Holders 6 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; PROVIDED that such repurchase option may not be exercised if the outstanding principal amount of Series 1996-A exceeds the Invested Amount. (b) If the Transferors intend to exercise such purchase option, the Transferors The Sellers shall give the Servicer and the Trustee at least ten 30 days prior written notice of the date on which the Transferors Sellers intend to exercise such purchase option. Not later than 12:00 noon, New York City time, on such day Distribution Date the Transferors Sellers 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 Account in accordance with the foregoing, the Reassignment Amount, together with all funds on deposit in the Principal Funding Account, shall be distributed to the Paying Agent for payment to the Series 1996-A Holders and the Invested Amount shall be reduced to zero and the Series 1996-A Holders and the Series Enhancers shall have no further interest in the Receivables. The Reassignment Amount shall be distributed as set forth in Section 8.1(b8.01(b). (c) If the Loan Agreement or any Additional Loan Agreement so provides, in the event the Sellers exercise such purchase option, notwithstanding anything to the contrary contained in the Agreement or in this Series Supplement, the Series 1998-6 Certificates shall be deemed to remain outstanding as if such purchase option were not exercised and the terms of the Agreement and this Series Supplement (other than Section 4.11(c) through (i) of this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise remain in effect until the earlier of (i) one year and one day following the Termination Date, (ii) the date on which the Trust terminates and (iii) the date on which the Class A Invested Amount, the Class B Invested Amount and the CCA Invested Amount, if any, would have been paid in full had such purchase option not been exercised; provided that distributions which would otherwise have been made to the Series 1998-6 Certificateholders shall be made to the Sellers.