plus interest if and to the extent sold on a date other than a
Distribution Date. With respect to clause (ii) in this subparagraph (c), the VBC
Holder, by its acceptance of the Variable Base Certificate, agrees that if it is
offered the right to reextend the related Commitment Period and does not agree
to any such extension or reextension within the time frame described above, it
will sell such unextended Variable Base Certificate to any Person designated by
the Depositor at a price not less than the price specified above.
Transfer Restrictions
.
The Trustee shall not authenticate and deliver to any Person any Variable Base
Certificate unless it contains a legend in substantially the following form:
"THIS VARIABLE BASE CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN RELIANCE ON
EXEMPTIONS PROVIDED BY THE 1933 ACT AND SUCH STATE OR FOREIGN SECURITIES LAWS.
THE VARIABLE BASE CERTIFICATES ARE ELIGIBLE FOR PURCHASE PURSUANT TO RULE 144A
UNDER THE 1933 ACT. NO RESALE OR OTHER TRANSFER OF THIS VARIABLE BASE
CERTIFICATE SHALL BE MADE UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN
ACCORDANCE WITH SECTION 6.3 OF THE AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT
TO THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN AND (B) IS MADE EITHER
(i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, (ii) IN
A TRANSACTION (OTHER THAN A TRANSACTION IN CLAUSE (iv) BELOW) EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE AND FOREIGN
SECURITIES LAWS, (iii) TO GOTTSCHALKS CREDIT RECEIVABLES CORPORATION (THE
"DEPOSITOR") OR (iv) TO A PERSON WHO THE TRANSFEROR OF THIS VARIABLE BASE
CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE 1933 ACT THAT IS AWARE THAT THE RESALE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" UNDER RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT.
IN THE EVENT THAT THE TRANSFER OF A VARIABLE BASE CERTIFICATE IS TO BE MADE AS
DESCRIBED IN CLAUSE (ii) OF THE PRECEDING SENTENCE, THE PROSPECTIVE INVESTOR IS
REQUIRED TO DELIVER AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE OR FOREIGN
SECURITIES LAWS. THE PROSPECTIVE TRANSFEREE IN A TRANSFER OF A VARIABLE BASE
CERTIFICATE TO BE MADE AS DESCRIBED IN CLAUSES (ii) AND (iv) ABOVE MUST DELIVER
TO THE TRUSTEE A REPRESENTATION LETTER REQUIRED BY SECTION 6.3 OF THE AMENDED
AND RESTATED SERIES 2000-1 SUPPLEMENT TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN. PROSPECTIVE PURCHASERS OF VARIABLE BASE CERTIFICATES ARE
HEREBY NOTIFIED THAT THE SELLER OF ANY VARIABLE BASE CERTIFICATE MAY BE RELYING
ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE ACT
PROVIDED BY RULE