Common use of Optional Purchase Clause in Contracts

Optional Purchase. (a) If so provided in any Supplement, 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, 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 ▇▇▇▇▇’▇, 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 ▇▇▇▇▇’▇, 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 would not constitute a fraudulent conveyance of the Seller. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller pursuant to subsection 12.02(a) shall be delivered by the Seller upon such purchase to, and 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 Series which is purchased by the Seller pursuant to subsection 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 Series.

Optional Purchase. (a) If so provided in any SupplementSupplement or any Receivables Purchase Agreement, 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 Distribution Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement, the amount specified in such Supplement; provided, however that if the short-term deposits Supplement or long-term unsecured debt obligations of the Seller (or, if neither such deposits nor such obligations of the Seller are rated by ▇▇▇▇▇’▇, 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 ▇▇▇▇▇’▇, 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 would not constitute a fraudulent conveyance of the SellerPurchase Agreement. (b) The amount deposited pursuant to subsection 12.02(a12.2(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.03 on 12.3 or Receivables Purchasers of the related Distribution Date following the date of such depositReceivables Purchase Series. All Certificates of a Certificate Series which are purchased to be redeemed by the Seller Trust pursuant to subsection 12.02(a12.2(a) shall be delivered canceled by the Seller upon such purchase to, and 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 purchased redeemed by the Seller Trust pursuant to subsection 12.02(a) 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 SeriesCertificate Series or the repurchased Receivables Purchase Interest.

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.3, the amount specified in such Supplement; provided, however provided that if the short-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 ▇▇▇▇▇’▇, 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) Transferor are not rated at the time of such purchase of Receivables Certificates at least P-3 or Baa3Baa-3, respectively, by ▇▇▇▇▇’'▇, no such event shall occur unless the Seller 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 would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a12.2(a) shall be paid to the Investor Certificateholders Holders of the related Series pursuant to Section 12.03 12.3 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(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 Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.02, the amount specified in such Supplement; providedPROVIDED, however 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 ▇▇▇▇▇’▇, 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) Transferor are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by ▇▇▇▇▇’'▇, no such event shall occur unless the Seller Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Collection Account or any Series Account as provided in the related Supplement would not constitute a fraudulent conveyance of the SellerTransferor (based in reliance on certificates to the effect that the Receivables constitute fair value for consideration paid therefor and as to the solvency of the Transferor). (b) The amount deposited pursuant to subsection 12.02(a12.05(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 12.02 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a12.05(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 12.02(a12.05(a) shall, for the purposes of the definition definitions of “Seller Interest"Series 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 Series.. [END OF ARTICLE XII]

Optional Purchase. (a) If so provided in any Supplement, the Seller Transferor (so long as the Seller 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Seller Transferor (or, if neither such deposits nor such obligations of the Seller Transferor are rated by ▇▇▇▇▇’▇, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller Transferor so long as such holding company is Bank of America CorporationJPMorgan Chase& Co.) are not rated at the time of such purchase of Receivables at least P-3 “P-3” or Baa3, “Baa-3,” respectively, by ▇▇▇▇▇’▇, no such event shall occur unless the Seller 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 would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 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 Series.

Optional Purchase. (a) If so provided in any SupplementSupplement or any Receivables Purchase Agreement, 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 Distribution Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.3 (in the case of a Certificate Series) or as provided in such Receivables Purchase Agreement, the amount specified in such Supplement; provided, however that if the short-term deposits Supplement or long-term unsecured debt obligations of the Seller (or, if neither such deposits nor such obligations of the Seller are rated by ▇▇▇▇▇’▇, 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 ▇▇▇▇▇’▇, 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 would not constitute a fraudulent conveyance of the SellerPurchase Agreement. (b) The amount deposited pursuant to subsection 12.02(a12.2(a) shall be paid on the related Distribution Date to the Investor Certificateholders of the related Certificate Series pursuant to Section 12.03 on 12.3 or Receivables Purchasers of the related Distribution Date following the date of such depositReceivables Purchase Series. All Certificates of a Certificate Series which are purchased to be redeemed by the Seller Trust pursuant to subsection 12.02(a12.2(a) shall be delivered canceled by the Seller upon such purchase to, and 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 purchased redeemed by the Seller Trust pursuant to subsection 12.02(a) 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 SeriesCertificate Series or the repurchased Receivables Purchase Interest.

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Seller Transferor (or, if neither such deposits nor such obligations of the Seller Transferor are rated by ▇▇▇▇▇’'▇, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller Transferor so long as such holding company is Bank of America CorporationFirst USA, Inc.) are not rated at the time of such purchase of Receivables at least P-3 or Baa3Baa-3, respectively, by ▇▇▇▇▇’'▇, no such event shall occur unless the Seller 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 would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 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 Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.02, 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 ▇▇▇▇▇’▇, 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) Sellers are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Mood▇▇▇▇▇’'▇, no ▇▇ such event shall occur unless the Seller Sellers shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Collection Account or any Series Account as provided in the related Supplement would not constitute a fraudulent conveyance of the Seller. Sellers (b) based in reliance on certificates to the effect that the Receivables constitute fair value for consideration paid therefor and as to the solvency of the Sellers). The amount deposited pursuant to subsection 12.02(a12.05(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 12.02 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Sellers pursuant to subsection 12.02(a12.05(a) shall be delivered by the Seller Sellers upon such purchase to, and be canceled 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 Series which is purchased by the Seller Sellers pursuant to subsection 12.02(a12.05(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 Series.. [END OF ARTICLE XII]

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.3, the amount specified in such Supplement; providedPROVIDED, however HOWEVER that if the short-term deposits or long-term unsecured debt obligations of the Seller Transferor (or, if neither such deposits nor such obligations of the Seller Transferor are rated by ▇▇▇▇▇’▇Moody's, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller Transferor so long as such holding company is First Bank of America CorporationSystem, 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 Seller Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Collection Account or any Series Account as provided in the related Supplement would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a12.2(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 12.3 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(a) shall, for the purposes of the definition of “Seller Interest"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 Invested Amount of such Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.3, the amount specified in such Supplement; provided, however provided 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 ▇▇▇▇▇’▇, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller so long as such holding company rating test referred to below is Bank of America Corporation) are not rated satisfied at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by ▇▇▇▇▇’▇deposit, no such event shall occur unless the Seller 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 would not constitute a fraudulent conveyance of Transferor. For purposes of the Sellerforegoing, the "rating test" will be deemed to have been satisfied if (x) the short-term deposits of Transferor are rated at least P-3 by M▇▇▇▇'▇, (y) the long-term unsecured debt obligations of Transferor are rated at least Baa3 by M▇▇▇▇'▇ or (z) the counterparty risk or long-term unsecured debt of Mellon Bank Corporation is rated at least Baa3 by M▇▇▇▇'▇ (but the rating test may only be satisfied pursuant to this clause (z) so long as (1) neither Transferor's short-term deposits nor Transferor's unsecured long-term debt obligations are rated by M▇▇▇▇'▇ and (2) M▇▇▇▇'▇ has not notified Transferor that reliance upon Mellon Bank Corporation's ratings for this purpose would result in the lowering of M▇▇▇▇'▇ then-existing rating of the Investor Certificates). (b) The amount deposited pursuant to subsection 12.02(a12.2(a) shall be paid to the Investor Certificateholders Holders of the related Series pursuant to Section 12.03 12.3 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(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 Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller Transferor (so long as the Seller 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Seller Transferor (or, if neither such deposits nor such obligations of the Seller Transferor are rated by ▇▇▇▇▇’▇Moody's, then the short-term deposits or long-term unsecured debt obligations de▇▇ ▇▇▇▇gations of the holding company of the Seller Transferor so long as such holding company is Bank of America CorporationBANK ONE CORPORATION) are not rated at the time of such purchase of Receivables at least P-3 "P-3" or Baa3, "Baa-3," respectively, by ▇▇▇▇▇’▇Moody's, no such event shall occur unless the Seller 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 would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 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 Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.3, the amount specified in such Supplement; provided, however provided 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 ▇▇▇▇▇’▇, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller so long as such holding company rating test referred to below is Bank of America Corporation) are not rated satisfied at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by ▇▇▇▇▇’▇deposit, no such event shall occur unless the Seller 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 would not constitute a fraudulent conveyance of Transferor. For purposes of the Sellerforegoing, the "rating test" will be deemed to have been satisfied if (x) the short- term deposits of Transferor are rated at least P-3 by Moody's, (y) the long-term unsecured debt obligations o▇ ▇▇▇▇▇feror are rated at least Baa3 by Moody's or (z) the counterparty risk or long- term unse▇▇▇▇▇ ▇ebt of Mellon Bank Corporation is rated at least Baa3 by Moody's (but the rating test may only be satisfied purs▇▇▇▇ ▇▇ this clause (z) so long as (1) neither Transferor's short-term deposits nor Transferor's unsecured long-term debt obligations are rated by Moody's and (2) Moody's has not notified Transferor tha▇ ▇▇▇▇▇nce upon ▇▇▇▇▇▇ Bank Corporation's ratings for this purpose would result in the lowering of Moody's then-existing rating of the Investor Certificat▇▇). (b) The amount deposited pursuant to subsection 12.02(a12.2(a) shall be paid to the Investor Certificateholders Holders of the related Series pursuant to Section 12.03 12.3 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(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 Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.3, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Seller Transferor (or, if neither such deposits nor such obligations of the Seller Transferor are rated by ▇▇▇▇▇’'▇, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller Transferor so long as such holding company is First Bank of America CorporationSystem, Inc.) are not rated at the 113 time of such purchase of Receivables at least P-3 or Baa3, respectively, by ▇▇▇▇▇’'▇, no such event shall occur unless the Seller Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Collection Account or any Series Account as provided in the related Supplement would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a12.2(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 12.3 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(a) shall, for the purposes of the definition of “Seller Interest"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 Invested Amount of such Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller Transferor (so long as the Seller 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Seller Transferor (or, if neither such deposits nor such obligations of the Seller Transferor are rated by ▇▇▇▇▇’▇, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller Transferor so long as such holding company is Bank of America CorporationJPMorgan Chase & Co.) are not rated at the time of such purchase of Receivables at least P-3 “P-3” or Baa3, “Baa-3,” respectively, by ▇▇▇▇▇’▇, no such event shall occur unless the Seller 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 would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 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 Series.

Optional Purchase. (a) If so provided in any Supplement, 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, 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 ▇▇▇▇▇’▇, 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 MBNA Corporation) are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by ▇▇▇▇▇’▇, 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 would not constitute a fraudulent conveyance of the Seller. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller pursuant to subsection 12.02(a) shall be delivered by the Seller upon such purchase to, and 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 Series which is purchased by the Seller pursuant to subsection 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 Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.02, 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 ▇▇▇▇▇’▇, 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) Transferor are not rated at the time of such purchase of Receivables Certificates at least P-3 or Baa3, respectively, by ▇▇▇▇▇’▇Moody's, no such event shall occur unless the Seller Transferor shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Collection Account or any Series Account as provided in the related Supplement would not constitute a fraudulent conveyance of the SellerTransferor (based in reliance on certificates to the effect that the Receivables constitute fair value for consideration paid therefor and as to the solvency of the Transferor). (b) The amount deposited pursuant to subsection 12.02(a12.05(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 12.02 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a12.05(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 12.02(a12.05(a) shall, for the purposes of the definition definitions of “Seller Interest"Series 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 Series.. [END OF ARTICLE XII]

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) Transferors 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 by depositing into the Distribution Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.02, the amount specified in such Supplement; provided, however that if . In connection with any such deposit 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 ▇▇▇▇▇’▇, 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 CorporationTransferor(s) are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by ▇▇▇▇▇’▇, 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 would does not constitute a fraudulent conveyance of the Sellerconveyance. (b) The amount deposited pursuant to subsection 12.02(a12.05(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 12.02 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferors pursuant to subsection 12.02(a12.05(a) shall be delivered by the Seller Transferors upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferors pursuant to subsection 12.02(a12.05(a) shall, for the purposes of the definition definitions of “Seller Interest"Series 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 Series.. [END OF ARTICLE XII]

Optional Purchase. (a) If so provided in any Supplement, the Seller Transferor (so long as the Seller 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Seller Transferor (or, if neither such deposits nor such obligations of the Seller Transferor are rated by ▇▇▇▇▇’▇Moody's, then the short-term deposits or long-term unsecured debt obligations ▇▇▇▇▇▇tions of the holding company of the Seller Transferor so long as such holding company is Bank of America CorporationBANK ONE CORPORATION) are not rated at the time of such purchase of Receivables at least P-3 "P-3" or Baa3, "Baa-3," respectively, by ▇▇▇▇▇’▇Moody's, no such event shall occur unless the Seller Transferor shall deliver an de▇▇▇▇▇ ▇n 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 would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 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 Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.3, the amount specified in such Supplement; provided, however provided that if the short-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 ▇▇▇▇▇’▇, 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) Transferor are not rated at the time of such purchase of Receivables Certificates at least P-3 or Baa3Baa-3, respectively, by Moody's, no such event ▇▇▇▇▇ ▇’▇, no such event shall occur ccur unless the Seller 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 would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a12.2(a) shall be paid to the Investor Certificateholders Holders of the related Series pursuant to Section 12.03 12.3 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 12.02(a12.2(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 Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller Transferors may (so long as the Seller Transferor causing such distribution 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 Investor Certificates on a specified Distribution Date or when the Investor Amount reaches a specified level or under any circumstances specified in such Supplement by depositing into the Distribution Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.0312.02, 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 Transferors or the parent or parents of the Seller are rated by ▇▇▇▇▇’▇, 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) 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 Seller Transferors shall deliver an Opinion deliv▇▇ ▇▇ ▇pinion of Counsel reasonably acceptable to the Trustee that such deposit into the Distribution Collection Account or any Series Account as provided in the related Supplement would not constitute a fraudulent conveyance transfer of the SellerTransferors (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 12.02(a12.05(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 12.02 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferors pursuant to subsection 12.02(a12.05(a) shall be delivered by the Seller Transferors upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferors pursuant to subsection 12.02(a12.05(a) shall, for the purposes of the definition definitions of “Seller Interest"Series 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 Series.. [END OF ARTICLE XII] 100

Optional Purchase. (a) If so provided in any Supplement, the Seller (so long as the Seller is the Servicer or an Affiliate of the Servicer) 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, the amount specified in such Supplement; provided, however however, that if the short-term deposits unsecured debt obligations or long-term unsecured debt obligations of the Seller (or, if neither such deposits nor such obligations of the Seller are rated by ▇▇▇▇▇’▇, 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) Dillard's are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by ▇▇▇▇▇’'▇, no such event shall occur unless the Seller 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 would not constitute a fraudulent conveyance of by the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 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 Series.

Optional Purchase. (a) If so provided in any Supplement, the Seller Transferor (so long as the Seller 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 by depositing into the Distribution Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.03, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Seller Transferor (or, if neither such deposits nor such obligations of the Seller Transferor are rated by ▇▇▇▇▇’'▇, then the short-term deposits or long-term unsecured debt obligations of the holding company of the Seller Transferor so long as such holding company is Bank of America CorporationBANK ONE CORPORATION) are not rated at the time of such purchase of Receivables at least P-3 "P-3" or Baa3, "Baa-3," respectively, by ▇▇▇▇▇’'▇, no such event shall occur unless the Seller 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 would not constitute a fraudulent conveyance of the SellerTransferor. (b) The amount deposited pursuant to subsection 12.02(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.03 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Seller Transferor pursuant to subsection 12.02(a) shall be delivered by the Seller Transferor upon such purchase to, and be canceled 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 Series which is purchased by the Seller Transferor pursuant to subsection 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 Series.