Common use of Series Termination Clause in Contracts

Series Termination. (a) If, on the Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, the

Series Termination. (a) If, on the January 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40forty-day period which that begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section SECTION 7.02). Such bids shall require that such sale shall (subject to Section SECTION 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders 1 pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, the,

Series Termination. (a) If, on the April 2011 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-40- day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991998-3 Certificateholders 1 Holders pursuant to the Agreement and this Supplement; provided, however, that the -------- ------- Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the April 2011 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the [______] 20[__] Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 20[__]-[_] Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 20[__]-[_] Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section subsection 7.02(b)) occur on the Series 1999-3 20[__]-[_] Termination Date. The Transferor, any Affiliate thereof, any agent thereof or any other party consolidated with such Transferor for purposes of United States generally accepted accounting principles shall not be entitled to participate inin such bidding process or to purchase the Receivables; provided, and however, that, to receive from the Trustee a copy extent the Collateral Interest Holder is not the Transferor, an Affiliate thereof, an agent thereof or any other party consolidated with the Transferor for purposes of each other bid submitted United States generally accepted accounting principles, the Collateral Interest Holder may participate in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 20[__]-[_] Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 20[__]-[_] Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the [______] 20[__] Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 20[__]-[_] Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the August 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40forty-day period which that begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section SECTION 7.02). Such bids shall require that such sale shall (subject to Section SECTION 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992000-3 Certificateholders 1 pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the August 2005 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the January 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders C pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the January 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the June 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination 37 41 Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders A pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the June 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the July 2004 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders A pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the July 2004 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the March 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992000-3 Certificateholders D pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, the,

Series Termination. (a) If, on the [__________] Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to [the sum of] the Invested Amount together with accrued [and unpaid interest the Enhancement Invested Amount, if any,] at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Depositor and the [Cash Collateral Depositor] [Credit Enhancer] shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 199_-_ Certificateholders pursuant to the Agreement and this Supplement; provided, -------- however, that the Servicer shall determine conclusively the amount of such ------- proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the [ ] Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate Collections in accordance with the provisions of the Agreement and the Supplements.]

Series Termination. (a) If, on the June 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 19991997-3 One Termination Date (after giving effect to all distributions required to be made on the Series 19991997-3 One Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section subsection 7.02(b)) occur on the Series 19991997-3 One Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee Servicer a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 19991997-3 One Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991997-3 One Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the June 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 19991997-3 One Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the March 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40forty-day period which that begins on such Distribution Date, solicit bids for the sale of interests in the Principal Receivables and or certain Principal Receivables, together in each case with the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; PROVIDED, HOWEVER, that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to as provided in Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Transferors and each Series Enhancer shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. Upon the expiration of such forty-day period, the Trustee will determine (i) which bid is the highest cash purchase offer and (ii) the amount that otherwise will be available in the Collection Account on the Series Termination Date for distribution to the Series 1996-C Holders. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991996-3 Certificateholders C Holders pursuant to the Agreement and this Supplement; providedPROVIDED, howeverHOWEVER, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the March 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections (including the amount available in the Collection Account, funds available to be withdrawn from the Cash Collateral Account and funds available to be withdrawn from the Spread Account on the Series Termination Date) in accordance with the provisions of the Agreement, this Supplement and the Class C Supplemental Agreement.

Series Termination. (a) If, on the ___________ 200_ Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders 200_-_ pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the _________, 200_ Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the [______] 20[__] Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 20[__]-[_] Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 20[__]-[_] Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section subsection 7.02(b)) occur on the Series 1999-3 20[__]-[_] Termination Date. The Transferor, any Affiliate thereof, any agent thereof or any other party consolidated with such Transferor for purposes of United States generally accepted accounting principles shall not be entitled to participate inin such bidding process or to purchase the Receivables; provided, and however, that, to receive from the Trustee a copy extent the Collateral Interest Holder is not the Transferor, an Affiliate thereof, an agent thereof or any other party consolidated with the Transferor for purposes of each other bid submitted United States generally accepted accounting principles, the Collateral Interest Holder may participate in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 20[__]-[_] Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 20[__]-[_] Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the [__________] 20[__] Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 20[__]-[_] Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the July 2003 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or or, interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 19991996-3 Termination Date (after giving effect to all distributions required to be made on the Series 19991996-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section subsection 7.02(b)) occur on the Series 19991996-3 Termination Date. The Transferor and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 19991996-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991996-3 Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the July 2003 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 19991996-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the November 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders 2 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the November 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the June 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 One Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 One Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section subsection 7.02(b)) occur on the Series 1999-3 One Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee Servicer a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 One Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 One Certificateholders pursuant to the Agreement and this Supplement; providedPROVIDED, howeverHOWEVER, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the June 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 One Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the __________ 200_ Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-40- day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders 199_-_ Holders pursuant to the Agreement and this Supplement; provided, however, that the -------- ------- Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the __________ 200_ Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the April 2011 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders 6 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the April 2011 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the ______________ ____ Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables 36 41 allocated to the Series 1999____-3 Certificateholders _ pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the __________ ____ Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the February 2010 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992002-3 Certificateholders B pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the February 2010 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the August 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40forty-day period which that begins on such Distribution Date, solicit bids for the sale of interests in the Principal Receivables and or certain Principal Receivables, together in each case with the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however, that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to as provided in Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Transferors and each Series Enhancer shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. Upon the expiration of such forty-day period, the Trustee will determine (i) which bid is the highest cash purchase offer and (ii) the amount that otherwise will be available in the Collection Account on the Series Termination Date for distribution to the Series 1998-A Holders. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991998-3 Certificateholders A Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the August 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections (including the amount available in the Collection Account, funds available to be withdrawn from the Cash Collateral Account and funds available to be withdrawn from the Spread Account on the Series Termination Date) in accordance with the provisions of the Agreement, this Supplement and the Class C Supplemental Agreement.

Series Termination. (a) If, on the May 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992003-3 Certificateholders A pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the May 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the November 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40forty-day period which that begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section SECTION 7.02). Such bids shall require that such sale shall (subject to Section SECTION 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall not be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992002-3 Certificateholders 1 pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the January 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the [__________] Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to [the sum of] the Invested Amount together with accrued [and unpaid interest the Enhancement Invested Amount, if any,] at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Depositor and the [Cash Collateral Depositor] [Credit Enhancer] shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 [ ] Certificateholders pursuant to the Agreement and this Supplement; providedPROVIDED, howeverHOWEVER, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the [ ] Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate Collections in accordance with the provisions of the Agreement and the Supplements.]

Series Termination. (a) If, on the August 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992002-3 Certificateholders A pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the August 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the July 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-40- day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders Holders pursuant to the Agreement and this Supplement; provided, however, that the -------- ------- Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the July 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the May 2003 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991998-3 A Certificateholders and the Collateral Interest Holder pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the May 2003 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the November 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-40- day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991998-3 Certificateholders 4 Holders pursuant to the Agreement and this Supplement; provided, however, that the -------- ------- Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the November 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the February 2004 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or or, interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 19991997-3 1 Termination Date (after giving effect to all distributions required to be made on the Series 19991997-3 1 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section subsection 7.02(b)) occur on the Series 19991997-3 1 Termination Date. The Transferor and the EXHIBIT 3 TO FORM 8-A Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 19991997-3 1 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991997-3 1 Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the February 2004 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 19991997-3 1 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the June 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992000-3 Certificateholders 4 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the June 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the [__________] Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to [the sum of] the Invested Amount together with accrued [and unpaid interest the Enhancement Invested Amount, if any,] at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination 56 Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Depositor and the [Cash Collateral Depositor] [Credit Enhancer] shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999199[ ]-3 [ ] Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the [ ] Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate Collections in accordance with the provisions of the Agreement and the Supplements.]

Series Termination. (a) If, on the October 2010 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders 1 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the October 2010 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the February 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders C pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the February 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the February 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders 4 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the February 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the May 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders 1 Holders pursuant to the Agreement and this Supplement; provided, however, that the -------- ------- Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the May 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the May 2005 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders 2 Holders pursuant to the Agreement and this Supplement; provided, however, that the -------- ------- Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the May 2005 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the November 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992002-3 Certificateholders 2 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine -------- ------- conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the November 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the February 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-40- day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992000-3 Certificateholders 1 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine -------- ------- conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the February 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the February 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992002-3 Certificateholders C pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the February 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the February 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which that begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992000-3 2 Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which that are allocable to Finance Charge Receivables and the amount of such proceeds which that are allocable to Principal Receivables. During the period from the February 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the December 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992002-3 Certificateholders Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine -------- ------- conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the December 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the June 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-40- day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992000-3 Certificateholders 5 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine -------- ------- conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the June 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the [________] Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 20[__]-[__] Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 20[__]-[__] Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section subsection 7.02(b)) occur on the Series 1999-3 20[__]-[__] Termination Date. The No Transferor, any Affiliate thereof, any agent thereof or any other party consolidated with such Transferor for purposes of United States generally accepted accounting principles shall be entitled to participate inin such bidding process or to purchase the Receivables; provided, and however, that, to receive from the Trustee extent the Collateral Interest Holder is not a copy Transferor, an Affiliate thereof, an agent thereof or any other party consolidated with a Transferor for purposes of each other bid submitted United States generally accepted accounting principles, the Collateral Interest Holder may participate in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 20[__]-[__] Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 20[__]-[__] Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the [_______] Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 20[__]-[__] Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the February 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders D pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the February 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and

Series Termination. (a) If, on the March 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which that begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Sellers shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991997-3 1 Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which that are allocable to Finance Charge Receivables and the amount of such proceeds which that are allocable to Principal Receivables. During the period from the March 2006 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the June 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to Seller may participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process; provided that, if the Seller does participate in such bidding process the Seller's bid shall not exceed fair value. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992000-3 Certificateholders 2 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of -------- ------- such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the June 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the June 2007 ------------------- Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which that begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992000-3 Certificateholders pursuant to the Agreement and this Supplement; provided, -------- however, that the Servicer shall determine conclusively the amount of such ------- proceeds which that are allocable to Finance Charge Receivables and the amount of such proceeds which that are allocable to Principal Receivables. During the period from the June 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the December 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on 44 49 behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992000-3 Certificateholders C pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the December 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the June 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders 7 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine -------- ------- conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the June 2007 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the __________ ____ Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40forty-day period which that begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section SECTION 7.02). Such bids shall require that such sale shall (subject to Section SECTION 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999-3 Certificateholders 2000-__ pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the __________ ____ Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the June 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders 8 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine -------- ------- conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the June 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the [ ] 201[ ] Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999201[ ]-3 [ ] Termination Date (after giving effect to all distributions required to be made on the Series 1999201[ ]-3 [ ] Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section subsection 7.02(b)) occur on the Series 1999201[ ]-3 [ ] Termination Date. The No Transferor, any Affiliate thereof, any agent thereof or any other party consolidated with such Transferor for purposes of United States generally accepted accounting principles shall be entitled to participate inin such bidding process or to purchase the Receivables; provided, and however, that, to receive from the Trustee extent the Collateral Interest Holder is not a copy Transferor, an Affiliate thereof, an agent thereof or any other party consolidated with a Transferor for purposes of each other bid submitted United States generally accepted accounting principles, the Collateral Interest Holder may participate in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999201[ ]-3 [ ] Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 1999201[ ]-3 [ ] Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the [ ] 201[ ] Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999201[ ]-3 [ ] Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the January 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the January 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the June 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992001-3 Certificateholders 5 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the June 2009 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the August 2010 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-40- day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992000-3 Certificateholders Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine -------- ------- conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the August 2010 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the second Distribution Date occurring two months prior to immediately preceding the Series 19992016-3 E-I Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 19992016-3 E-I Termination Date (after giving effect to all distributions required to be made on the Series 19992016-3 E-I Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section subsection 7.02(b)) occur on the Series 19992016-3 E-I Termination Date. The No Transferor, any Affiliate thereof, any agent thereof or any other party consolidated with such Transferor for purposes of United States generally accepted accounting principles shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding processprocess or to purchase the Receivables. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 19992016-3 E-I Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19992016-3 E-I Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the second Distribution Date occurring two months prior to immediately preceding the Series 19992016-3 E-I Termination Date to the Series 19992016-3 E-I Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the January 2010 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such dateDistribution Date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with accrued and unpaid interest at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.02). Such bids shall require that such sale shall (subject to Section 7.02(b)) occur on the Series 1999-3 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be deposited in the Collection Account and treated as Collections on the Receivables allocated to the Series 19992002-3 Certificateholders 4 Holders pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of -------- ------- such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the January 2010 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the October 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Investor Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables 36 41 allocated to the Series 19992001-3 Certificateholders B pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the October 2008 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements.

Series Termination. (a) If, on the December 2004 Distribution Date occurring two months prior to the Series 1999-3 Termination Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on behalf of the Trustee, shall, within the 40forty-day period which that begins on such Distribution Date, solicit bids for the sale of interests in the Principal Receivables and or certain Principal Receivables, together in each case with the related Finance Charge Receivables (or interests therein) in an amount equal to the Invested Amount together with and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series 1999-3 Termination Date (after giving effect to all distributions required to be made on the Series 1999-3 Termination Date, except pursuant to this Section 7.027.2; PROVIDED, HOWEVER, that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to as provided in Section 7.02(b7.2(b)) occur on the Series 1999-3 Termination Date. The Transferor Transferors and each Series Enhancer shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. Upon the expiration of such forty-day period, the Trustee will determine (i) which bid is the highest cash purchase offer and (ii) the amount that otherwise will be available in the Collection Account on the Series Termination Date for distribution to the Series 1996-A Holders. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series 1999-3 Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to the Series 19991996-3 Certificateholders A Holders pursuant to the Agreement and this Supplement; providedPROVIDED, howeverHOWEVER, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the December 2004 Distribution Date occurring two months prior to the Series 1999-3 Termination Date to the Series 1999-3 Termination Date, thethe Servicer shall continue to collect payments on the Receivables and allocate and deposit such Collections (including the amount available in the Collection Account, funds available to be withdrawn from the Cash Collateral Account and funds available to be withdrawn from the Spread Account on the Series Termination Date) in accordance with the provisions of the Agreement, this Supplement and the Class C Supplemental Agreement.