Common use of Required Additions Clause in Contracts

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, (x) the Transferor’s Participation Amount is less than the Required Transferor’s Interest or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each on such date, the Transferor shall on or prior to the close of business on the tenth Business Day following the last Business Day of such Monthly Period (the “Required Designation Date”), unless the Transferor’s Participation Amount exceeds the Required Transferor’s Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Participation Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Interest and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Event” (as defined in such Supplement).

Required Additions. (i) If, as of at the close of business on the last Business Day end of any Monthly Period, (xa) the Transferor’s Participation Transferor Amount for such Monthly Period is less than the Required Transferor’s Interest or Transferor Amount for such Monthly Period, (yb) the aggregate amount of Principal Receivables Pool Balance for such Monthly Period is less than the Required Principal Balance, each on Pool Balance for such dateMonthly Period or (c) the Seller’s Interest Amount for such Monthly Period is less than the Required Sellers’ Amount, the Transferor shall on or prior (1) transfer Receivables in Aggregate Addition Accounts to the close of business on the tenth Business Day following the last Business Day of such Monthly Period Trust, (the “Required Designation Date”), unless the Transferor’s Participation Amount exceeds the Required Transferor’s Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior 2) transfer one or more Collateral Certificates to the Required Designation Date, designate additional Eligible Accounts Trust or (3) cause to be included as Accounts as increased the Invested Amount of the Required Designation Date one or any earlier date more existing Collateral Certificates pursuant to Section 2.11 or Section 2.12 in a sufficient amount such that, after giving effect to such additionaddition or increase, (x) the Transferor’s Participation Transferor Amount as of the close of business on the Addition Date for such Monthly Period is at least equal to the Required TransferorTransferor Amount for such Monthly Period, the Pool Balance is at least equal to the Required Pool Balance for such Monthly Period and the Seller’s Interest and (y) the aggregate amount of Principal Receivables equals or exceeds Amount is at least equal to the Required Principal Balance, each Seller’s Interest Amount for such Monthly Period. Any transfer of Receivables in any Aggregate Addition Accounts to the Trust and/or any transfer of Collateral Certificates to the Trust and/or any increase in the Invested Amount of one or more existing Collateral Certificates shall occur on or before the thirtieth calendar day following the end of such dateMonthly Period. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to increase the Trustee Transferor Amount or the Pool Balance as provided in this paragraph clause (i) solely as a result of the unavailability to the Transferor of a sufficient amount of Eligible Receivables and/or Collateral Certificates and/or the inability to cause to be increased the Invested Amount of one or more existing Collateral Certificates shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Indenture Supplement) will may nevertheless result in the occurrence of a Pay Out an Early Amortization Event with respect to each Series for which, pursuant to the Indenture Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests additional Trust Assets to the Trustee Trust or cause to be increased the Invested Amount of an existing Collateral Certificate by the day on which it is required to convey such Receivables or Participation Interests do so pursuant to Section 2.08(athis subsection 2.13(a) constitutes a an “Pay Out Early Amortization Event” (as defined in such Indenture Supplement).

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, either (xA) the Transferor’s Transferors' Participation Amount is less than the Required Transferor’s Interest Transferors' Participation Amount on such date or (yB) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each Balance on such date, the Transferor Transferors shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period (the “"Required Designation Date”"), unless the Transferor’s Transferors' Participation Amount exceeds the Required Transferor’s Interest Transferors' Participation Amount or the aggregate amount of Principal Receivables exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Transferors' Participation Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Interest Transferors' Participation Amount on such date and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Transferors of its their obligation pursuant to this paragraph; provided, however, that the failure of the Transferor Transferors to transfer Receivables to the Trustee as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event described in Section 9.01(d) with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Event” (as defined in such Supplement)outstanding Series.

Required Additions. (i) If, as of at the close of business on the last Business Day end of any Monthly Period, (xa) the Transferor’s Participation Transferor Amount for such Monthly Period is less than the Required Transferor’s Interest Transferor Amount for such Monthly Period or (yb) the aggregate amount of Principal Receivables Pool Balance for such Monthly Period is less than the Required Principal Balance, each on Pool Balance for such dateMonthly Period, the Transferor shall on or prior (1) transfer Receivables in Aggregate Addition Accounts to the close of business on the tenth Business Day following the last Business Day of such Monthly Period Trust, (the “Required Designation Date”), unless the Transferor’s Participation Amount exceeds the Required Transferor’s Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior 2) transfer one or more Collateral Certificates to the Required Designation Date, designate additional Eligible Accounts Trust or (3) cause to be included as Accounts as increased the Invested Amount of the Required Designation Date one or any earlier date more existing Collateral Certificates pursuant to Section 2.11 or Section 2.12 in a sufficient amount such that, after giving effect to such additionaddition or increase, (x) the Transferor’s Participation Transferor Amount as of the close of business on the Addition Date for such Monthly Period is at least equal to the Required Transferor’s Interest Transferor Amount for such Monthly Period and (y) the aggregate amount of Principal Receivables equals or exceeds Pool Balance is at least equal to the Required Principal Balance, each Pool Balance for such Monthly Period. Any transfer of Receivables in any Aggregate Addition Accounts to the Trust and/or any transfer of Collateral Certificates to the Trust and/or any increase in the Invested Amount of one or more existing Collateral Certificates shall occur on or before the thirtieth calendar day following the end of such dateMonthly Period. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to increase the Trustee Transferor Amount or the Pool Balance as provided in this paragraph clause (i) solely as a result of the unavailability to the Transferor of a sufficient amount of Eligible Receivables and/or Collateral Certificates and/or the inability to cause to be increased the Invested Amount of one or more existing Collateral Certificates shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Indenture Supplement) will may nevertheless result in the occurrence of a Pay Out an Early Amortization Event with respect to each Series for which, pursuant to the Indenture Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests additional Trust Assets to the Trustee Trust or cause to be increased the Invested Amount of an existing Collateral Certificate by the day on which it is required to convey such Receivables or Participation Interests do so pursuant to Section 2.08(athis subsection 2.13(a) constitutes a an “Pay Out Early Amortization Event” (as defined in such Indenture Supplement).

Required Additions. (i) If, as of at the close of business on the last Business Day end of any Monthly Period, (xa) the Transferor’s Participation Transferor Amount for such Monthly Period and for the prior Monthly Period is less than the Required Transferor’s Interest Transferor Amount for each such Monthly Period or (yb) the aggregate amount of Principal Receivables Pool Balance for such Monthly Period is less than the Required Principal Balance, each on Pool Balance for such dateMonthly Period, the Transferor shall on or prior (1) transfer Receivables in Aggregate Addition Accounts to the close of business on the tenth Business Day following the last Business Day of such Monthly Period Trust, (the “Required Designation Date”), unless the Transferor’s Participation Amount exceeds the Required Transferor’s Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior 2) transfer one or more Collateral Certificates to the Required Designation Date, designate additional Eligible Accounts Trust or (3) cause to be included as Accounts as increased the Invested Amount of the Required Designation Date one or any earlier date more existing Collateral Certificates pursuant to Section 2.11 or Section 2.12 in a sufficient amount such that, after giving effect to such additionaddition or increase, (x) the Transferor’s Participation Transferor Amount as of the close of business on the Addition Date for such Monthly Period is at least equal to the Required Transferor’s Interest Transferor Amount for such Monthly Period and (y) the aggregate amount of Principal Receivables equals or exceeds Pool Balance is at least equal to the Required Principal Balance, each Pool Balance for such Monthly Period. Any transfer of Receivables in any Aggregate Addition Accounts to the Trust and/or any transfer of Collateral Certificates to the Trust and/or any increase in the Invested Amount of one or more existing Collateral Certificates shall occur on or before the thirtieth Business Day following the end of such dateMonthly Period. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to increase the Trustee Transferor Amount or the Pool Balance as provided in this paragraph clause (i) solely as a result of the unavailability to the Transferor of a sufficient amount of Eligible Receivables and/or Collateral Certificates and/or the inability to cause to be increased the Invested Amount of one or more existing Collateral Certificates shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Indenture Supplement) will may nevertheless result in the occurrence of a Pay Out an Early Amortization Event with respect to each Series for which, pursuant to the Indenture Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests additional Trust Assets to the Trustee Trust or cause to be increased the Invested Amount of an existing Collateral Certificate by the day on which it is required to convey such Receivables or Participation Interests do so pursuant to Section 2.08(athis subsection 2.13(a) constitutes a “Pay Out an "Early Amortization Event” " (as defined in such Indenture Supplement).

Required Additions. (i) If, as of at the close of business on the last Business Day end of any Monthly PeriodDate of Processing, (xA) the Transferor’s Participation Transferor Amount for such Date of Processing or (B) the Pool Balance for such Date of Processing, is less than the Required Transferor’s Interest Transferor Amount or (y) the aggregate amount of Principal Receivables is less than the Required Principal Pool Balance, each on as applicable, for such dateDate of Processing, then the Transferor shall on or prior transfer Receivables in Additional Accounts to the close of business on the tenth Business Day following the last Business Day of such Monthly Period (the “Required Designation Date”), unless the Transferor’s Participation Amount exceeds the Required Transferor’s Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date Trust in a sufficient amount such that, after giving effect to such additionaddition or increase, (xthe Transferor Amount for such Date of Processing is at least equal to the Required Transferor Amount for such Date of Processing and the Pool Balance for such Date of Processing is at least equal to the Required Pool Balance for such Date of Processing; provided, however, that the transfer of Receivables in Additional Accounts to the Trust in connection with this Section 2.11(a) the Transferor’s Participation Amount shall not be required if as of the close of business on any day after any Date of Processing, and prior to the Addition Date date such transfer of Receivables in Additional Accounts is at least to be made to the Trust pursuant to the immediately succeeding paragraph, the Transferor Amount or the Pool Balance is equal to or greater than the Required Transferor’s Interest and (y) the aggregate amount of Principal Receivables equals Transferor Amount or exceeds the Required Principal Pool Balance, each as applicable. Any transfer of Receivables in any Additional Accounts to the Trust in connection with this Section 2.11(a) shall occur on or before the first Business Day of the second calendar month following such dateDate of Processing. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to increase the Trustee Transferor Amount or the Pool Balance as provided in this paragraph clause (i) solely as a result of the unavailability to the Transferor of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further provided, that any such failure which has not been timely cured (as specified in the related Indenture Supplement) will may nevertheless result in the occurrence of a Pay Out an Early Amortization Event with respect to each Series for which, pursuant to the Indenture Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests additional Trust Assets to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests do so pursuant to this Section 2.08(a2.11(a) constitutes a an “Pay Out Early Amortization Event” (as defined in such Indenture Supplement).

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, (x) the Transferor’s Participation Amount is less than the a Required Transferor’s Interest or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each on such dateAddition Event occurs, the Transferor Seller shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Due Period (the “"Required Designation Date”"), unless the Transferor’s Participation Amount Seller Interest exceeds the Required Transferor’s Aggregate Minimum Seller Interest as of the close of business on any day after the last Business Day of such Monthly Due Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date ("Additional Accounts") or any earlier date in a sufficient amount such that, that after giving effect to such addition, (x) the Transferor’s Participation Amount Seller Interest as of the close of business on the Addition Date is at least equal to the Required Transferor’s Aggregate Minimum Seller Interest and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each on such date. The failure of any condition set forth in paragraph (c) or (d) below, below as the case may be, shall not relieve the Transferor Seller of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor Seller to transfer Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Series Early Amortization Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor Seller to convey Receivables in Additional Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out "Series Early Amortization Event” " (as defined in such Supplement).

Required Additions. If on any Business Day, either (i) If, as of the close of business on the last Business Day of any Monthly Period, (xA) the Transferor’s Participation Amount Transferor Interest is less than the Required Transferor’s Transferor Interest or (yB) the aggregate total amount of Principal Receivables is less than the Required Minimum Principal Balance, each Balance on such dateBusiness Day, the Transferor shall on or prior to the close of business on the tenth second Business Day following the last such Business Day of such Monthly Period (the “Required Designation Date”), unless the Transferor’s Participation Amount Transferor Interest exceeds the Required Transferor’s Transferor Interest and the total amount of Principal Receivables exceeds the Required Minimum Principal Balance, in each case, as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Participation Amount Transferor Interest as of the close of business on the applicable Addition Date, is at least equal to the Required Transferor Interest and the aggregate principal balance of Principal Receivables conveyed to the Trust as of the close of business on the Addition Date Date, is at least equal to the Required Transferor’s Interest and (y) the aggregate amount of Minimum Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The Transferor shall promptly give notice to each Rating Agency of any obligation of the Transferor to designate Accounts pursuant to the preceding sentence. The failure of any condition set forth in paragraph (cSection 2.09(c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee Trust as provided in this paragraph clause solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Event” (as defined in such Supplement).

Required Additions. If on any Business Day, either (i) If, as of the close of business on the last Business Day of any Monthly Period, (xA) the Transferor’s Participation Amount Transferor Interest is less than the Required Transferor’s Transferor Interest or (yB) the aggregate total amount of Principal Receivables is less than the Required Minimum Principal Balance, each Balance on such dateBusiness Day, the Transferor shall on or prior to the close of business on the tenth second Business Day following the last such Business Day of such Monthly Period (the “"Required Designation Date”"), unless the Transferor’s Participation Amount Transferor Interest exceeds the Required Transferor’s Transferor Interest and the total amount of Principal Receivables exceeds the Required Minimum Principal Balance, in each case, as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Transferor Interest as of the close of business on the applicable Addition Date, is at least equal to the Required Transferor Interest and the aggregate principal balance of Principal Receivables, plus the then outstanding principal amount of any Participation Amount Interests conveyed to the Trust as of the close of business on the Addition Date Date, is at least equal to the Required Transferor’s Interest and (y) the aggregate amount of Minimum Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The Transferor shall promptly give notice to each Rating Agency of any obligation of the Transferor to designate Accounts pursuant to the preceding sentence. The failure of any condition set forth in paragraph (cSection 2.09(c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee Trust as provided in this paragraph clause solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Event” (as defined in such Supplement).

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, either (x) the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) is less than the Required Transferor’s Interest Retained Transferor Amount on such date or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each Balance on such date, the Transferor shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period (the “"Required Designation Date”"), unless the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) equals or exceeds the Required Transferor’s Interest Retained Transferor Amount or the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, the Transferor Amount (xexcluding the interest represented by any Supplemental Certificate) the Transferor’s Participation Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Interest Retained Transferor Amount on such date and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further provided, further, that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out an Early Amortization Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Supplemental Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out an "Early Amortization Event” " (as defined in such Supplement).

Required Additions. (i) IfIf on any Determination Date, as of the close of business on the last Business Day of any the preceding Monthly Period, either (x) the Transferor’s Participation Transferor Amount is less than the Required Transferor’s Interest Transferor Amount or (y) an amount equal to the product of (A) the aggregate amount of Principal Receivables and (B) one minus the Discount Percentage is less than the Required Principal Balance, each on such date, the Transferor shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period Determination Date (the “"Required Designation Date”"), unless the Transferor’s Participation Transferor Amount exceeds the Required Transferor’s Interest Transferor Amount or the aggregate amount of Principal Receivables exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Participation Transferor Amount as of the close of business on the applicable Addition Date is at least equal to the Required Transferor’s Interest Transferor Amount on such date and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; providedPROVIDED, howeverHOWEVER, that the failure of the Transferor to transfer Receivables to the Trustee Trust as provided in this paragraph clause (i) solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further PROVIDED FURTHER, that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Event” (as defined in such Supplement).

Required Additions. (i) IfIf on any Determination Date, as of the close of business on the last Business Day of any the preceding Monthly Period, either (x) the Transferor’s Participation Transferor Amount is less than the Required Transferor’s Interest Transferor Amount or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each on such date, the Transferor Transferors shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period Determination Date (the “"Required Designation Date”"), unless the Transferor’s Participation Transferor Amount exceeds the Required Transferor’s Interest Transferor Amount or the aggregate amount of Principal Receivables exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Participation Transferor Amount as of the close of business on the applicable Addition Date is at least equal to the Required Transferor’s Interest Transferor Amount on such date and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Transferors of its their obligation pursuant to this paragraph; provided, however, that the failure of the Transferor Transferors to transfer Receivables to the Trustee as provided in this paragraph clause (i) solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Event” (as defined in such Supplement).

Required Additions. (i) If, as of the close of business on the ------------------ last Business Day of any Monthly Period, (x) the Transferor’s Sellers' Participation Amount is less than the Required Transferor’s Sellers' Interest or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each on such date, the Transferor Sellers shall on or prior to the close of business on the tenth Business Day following the last Business Day of such Monthly Period (the “"Required Designation Date”"), unless the Transferor’s Sellers' Participation Amount exceeds ------------------------- the Required Transferor’s Sellers' Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Sellers' Participation Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Sellers' Interest and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Sellers of its their obligation pursuant to this paragraph; provided, however, that the failure of the Transferor Sellers to transfer -------- ------- Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further that any such -------- ------- failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “"Pay Out -------- Event” " (as defined in such Supplement). ----- (ii) In lieu of, or in addition to, designating Additional Accounts pursuant to clause (i) above, the Sellers may, subject to the conditions specified in paragraph (d) below, convey to the Trust Participation Interests. The addition of Participation Interests in the Trust pursuant to this paragraph (a) or paragraph (b) below shall be effected by an amendment hereto, dated the applicable Addition Date, pursuant to Section 13.01(a).

Required Additions. (i) If, (A) as of determined on any Determination Date, the close of business on Transferor Amount for the last Business Day of any prior Monthly Period, (x) the Transferor’s Participation Amount Period is less than the Required Transferor’s Interest or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each on Transferor Amount for such dateprior Monthly Period, the Transferor shall on or prior to the close of business on the tenth Business Day following the last Business Day of such Monthly Period (the “Required Designation Date”), unless the Transferor’s Participation Amount exceeds the Required Transferor’s Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate Receivables in additional Eligible Accounts to be included as Accounts as of transferred to the Required Designation Date or any earlier date Issuing Entity (each, an “Additional Account”) in a sufficient amount such that, after giving effect to such additionaddition or increase, (x) the Transferor’s Participation Transferor Amount as of for the close of business on the Addition Date is prior Monthly Period would have been at least equal to the Required Transferor’s Interest and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal BalanceTransferor Amount for such prior Monthly Period, each on such date. The failure of any condition set forth in paragraph (c) or (dB) belowas determined on any Determination Date, as the case may bePool Balance for the prior Monthly Period is less than the Minimum Pool Balance for such prior Monthly Period, shall not relieve the Transferor of its obligation pursuant shall designate Receivables in Additional Accounts to this paragraphbe transferred to the Issuing Entity in a sufficient amount such that, after giving effect to such addition or increase, the Pool Balance would have been at least equal to the Minimum Pool Balance for the prior Monthly Period; provided, however, that in the event of a Servicer Rating Event, the Transferor Amount and the Pool Balance will be determined on a daily basis in accordance with a method to be determined by the Servicer, subject to satisfaction of the Note Rating Agency Condition. Any designation of Receivables in any Additional Accounts shall be transferred to the Issuing Entity on or before the thirtieth Business Day following such Determination Date (such date, in connection with the addition of Additional Accounts, the “Addition Date”); provided, however, that in the event of a Servicer Rating Event or any such Addition Date shall be on or before the tenth Business Date following such Determination Date. The failure of the Transferor to transfer Receivables to increase the Trustee Pool Balance or the Transferor Amount as provided in this paragraph clause (i) solely as a result of the unavailability to the Transferor of a sufficient amount of Eligible Receivables Additional Accounts shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out an Early Amortization Event” (as defined in such Supplement).

Required Additions. (i) If, as of at the close of business on the last Business Day end of any Monthly Period, (xa) the Transferor’s Participation Transferor Amount for such Monthly Period and for the prior Monthly Period is less than the Required Transferor’s Interest Transferor Amount for each such Monthly Period or (yb) the aggregate amount of Principal Receivables Pool Balance for such Monthly Period is less than the Required Principal Balance, each on Pool Balance for such dateMonthly Period, the Transferor shall on or prior (1) transfer Receivables in Aggregate Addition Accounts to the close of business on the tenth Business Day following the last Business Day of such Monthly Period Trust, (the “Required Designation Date”), unless the Transferor’s Participation Amount exceeds the Required Transferor’s Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior 2) transfer one or more Collateral Certificates to the Required Designation Date, designate additional Eligible Accounts Trust or (3) cause to be included as Accounts as increased the Invested Amount of the Required Designation Date one or any earlier date more existing Collateral Certificates pursuant to Section 2.11 or Section 2.12 in a sufficient amount such that, after giving effect to such additionaddition or increase, (x) the Transferor’s Participation Transferor Amount as of the close of business on the Addition Date for such Monthly Period is at least equal to the Required Transferor’s Interest Transferor Amount for such Monthly Period and (y) the aggregate amount of Principal Receivables equals or exceeds Pool Balance is at least equal to the Required Principal Balance, each Pool Balance for such Monthly Period. Any transfer of Receivables in any Aggregate Addition Accounts to the Trust and/or any transfer of Collateral Certificates to the Trust and/or any increase in the Invested Amount of one or more existing Collateral Certificates shall occur on or before the thirtieth Business Day following the end of such dateMonthly Period. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to increase the Trustee Transferor Amount or the Pool Balance as provided in this paragraph clause (i) solely as a result of the unavailability to the Transferor of a sufficient amount of Eligible Receivables and/or Collateral Certificates and/or the inability to cause to be increased the Invested Amount of one or more existing Collateral Certificates shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Indenture Supplement) will may nevertheless result in the occurrence of a Pay Out an Early Amortization Event with respect to each Series for which, pursuant to the Indenture Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests additional Trust Assets to the Trustee Trust or cause to be increased the Invested Amount of an existing Collateral Certificate by the day on which it is required to convey such Receivables or Participation Interests do so pursuant to Section 2.08(athis subsection 2.13(a) constitutes a an “Pay Out Early Amortization Event” (as defined in such Indenture Supplement).

Required Additions. (i) If, as of at the close of business on the last Business Day end of any Monthly Period, (xa) the Transferor’s Participation Transferor Amount for such Monthly Period is less than the Required Transferor’s Interest Transferor Amount for such Monthly Period or (yb) the aggregate amount of Principal Receivables Pool Balance for such Monthly Period is less than the Required Principal Balance, each on Pool Balance for such dateMonthly Period, the Transferor shall on or prior (1) transfer Receivables in Aggregate Addition Accounts to the close of business on the tenth Business Day following the last Business Day of such Monthly Period Trust, (the “Required Designation Date”), unless the Transferor’s Participation Amount exceeds the Required Transferor’s Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior 2) transfer one or more Collateral Certificates to the Required Designation Date, designate additional Eligible Accounts Trust or (3) cause to be included as Accounts as increased the Invested Amount of the Required Designation Date one or any earlier date more existing Collateral Certificates pursuant to Section 2.11 or Section 2.12 in a sufficient amount such that, after giving effect to such additionaddition or increase, (x) the Transferor’s Participation Transferor Amount as of the close of business on the Addition Date for such Monthly Period is at least equal to the Required Transferor’s Interest Transferor Amount for such Monthly Period and (y) the aggregate amount of Principal Receivables equals or exceeds Pool Balance is at least equal to the Required Principal Balance, each Pool Balance for such Monthly Period. Any transfer of Receivables in any Aggregate Addition Accounts to the Trust and/or any transfer of Collateral Certificates to the Trust and/or any increase in the Invested Amount of one or more existing Collateral Certificates shall occur on or before the thirtieth Business Day following the end of such dateMonthly Period. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to increase the Trustee Transferor Amount or the Pool Balance as provided in this paragraph clause (i) solely as a result of the unavailability to the Transferor of a sufficient amount of Eligible Receivables and/or Collateral Certificates and/or the inability to cause to be increased the Invested Amount of one or more existing Collateral Certificates shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Indenture Supplement) will may nevertheless result in the occurrence of a Pay Out an Early Amortization Event with respect to each Series for which, pursuant to the Indenture Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests additional Trust Assets to the Trustee Trust or cause to be increased the Invested Amount of an existing Collateral Certificate by the day on which it is required to convey such Receivables or Participation Interests do so pursuant to Section 2.08(athis subsection 2.13(a) constitutes a an “Pay Out Early Amortization Event” (as defined in such Indenture Supplement).

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, [either (xi) the Transferor’s Participation Depositor's Amount is less than the Required Transferor’s Depositor's Interest on such date, or (y) ii)] the aggregate amount of Principal Receivables is less than the Required Principal Balance, each Balance on such date, the Transferor Depositor shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period (the “"Required Designation Date”")[, unless the Transferor’s Participation Depositor's Amount exceeds the Required Transferor’s Depositor's Interest and the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate ,] cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) [the Transferor’s Participation Depositor's Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Depositor's Interest and (y) on such date and] the aggregate amount of Principal Receivables equals or exceeds as of the Addition Date is at least equal to the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Depositor of its obligation pursuant to this paragraph; providedPROVIDED, howeverHOWEVER, that the failure of the Transferor Depositor to transfer Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further PROVIDED FURTHER that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor Depositor to convey Receivables in Additional Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “"Pay Out Event” " (as defined in such Supplement).

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, either (x) the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) is less than the Required Transferor’s Interest Retained Transferor Amount on such date or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each Balance on such date, the Transferor shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period (the “Required Designation Date”), unless the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) equals or exceeds the Required Transferor’s Interest Retained Transferor Amount or the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, the Transferor Amount (xexcluding the interest represented by any Supplemental Certificate) the Transferor’s Participation Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Interest Retained Transferor Amount on such date and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further provided, further, that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out an Early Amortization Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Supplemental Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a an “Pay Out Early Amortization Event” (as defined in such Supplement).

Required Additions. (i) IfIf on any Determination Date, as of the close of business on the last Business Day of any the preceding Monthly Period, either (x) the Transferor’s Participation Transferor Amount is less than the Required Transferor’s Interest Transferor Amount or (y) an amount equal to the product of (A) the aggregate amount of Principal Receivables and (B) one minus the Discount Percentage is less than the Required Principal Balance, each on such date, the Transferor shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period Determination Date (the “"Required Designation Date”"), unless the Transferor’s Participation Transferor Amount exceeds the Required Transferor’s Interest Transferor Amount and the product of (A) the aggregate amount of Principal Receivables and (B) one minus the Discount Percentage exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Participation Transferor Amount as of the close of business on the applicable Addition Date is at least equal to the Required Transferor’s Interest Transferor Amount on such date and the product of (yA) the aggregate amount of Principal Receivables equals or and (B) one minus the Discount Percentage exceeds the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee Trust as provided in this paragraph clause (i) solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Reimbursement Event” (as defined in such Supplement).

Required Additions. (i) IfIf on any Determination Date, as of the close of business on the last Business Day of any the preceding Monthly Period, either (x) the Transferor’s Participation Transferor Amount is less than the Required Transferor’s Interest Transferor Amount or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each on such date, the Transferor Transferors shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period Determination Date (the “"Required Designation Date”"), unless the Transferor’s Participation Transferor Amount exceeds the Required Transferor’s Interest Transferor Amount or the aggregate amount of Principal Receivables exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate either (i) cause to be designated additional Eligible Accounts to be included as Accounts Accounts, as of the Required Designation Date or any earlier date in a sufficient amount (or such lesser amount as shall represent all Eligible Accounts then available to the Transferor under the Receivables Purchase Agreement or the Participation Agreement) or (ii) as required by a Participation Agreement, increase the Fixed Amount of the Participation Interest such that, after giving effect to such additionaddition or increase, (x) the Transferor’s Participation Transferor Amount as of the close of business on the applicable Addition Date is at least equal to the Required Transferor’s Interest Transferor Amount on such date and (y) the aggregate amount of Principal Receivables equals or exceeds is at least equal to the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Transferors of its their obligation pursuant to this paragraph; provided, however, that the failure of the Transferor Transferors to transfer Receivables to the Trustee as provided in this paragraph Trust solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further provided, further, that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Event” (as defined in such Supplement).

Required Additions. (i) IfIf on any Determination Date, as of the close of business on the last Business Day of any the preceding Monthly Period, either (x) the Transferor’s Participation Seller Amount is less than the Required Transferor’s Interest Seller Amount or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each on such date, the Transferor Sellers shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period Determination Date (the “"Required Designation Date”"), unless the Transferor’s Participation Seller Amount exceeds the Required Transferor’s Interest Seller Amount or the aggregate amount of Principal Receivables exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Participation Seller Amount as of the close of business on the applicable Addition Date is at least equal to the Required Transferor’s Interest Seller Amount on such date and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Sellers of its their obligation pursuant to this paragraph; provided, however, that the failure of the Transferor Sellers to transfer Receivables to the Trustee Trust as provided in this paragraph clause (i) solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Event” (as defined in such Supplement).

Required Additions. If, either (i) If, as the average of the close Seller Interest over any 30 day period ending on the last day of business the Due Period is less than the Aggregate Minimum Seller Interest or (ii) on the last Business Day of any Monthly PeriodDue Period occurring on or prior to the Series Termination Date of any Certificate Series outstanding prior to the Effective Date , (x) the Transferor’s Participation Amount is less than the Required Transferor’s Interest or (y) the aggregate amount of Principal Receivables is less than the Required Minimum Aggregate Principal Balance, each Receivables on such date, the Transferor Seller shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Due Period (the “Required Designation Date”), unless the Transferor’s Participation Amount Seller Interest exceeds the Required Transferor’s Aggregate Minimum Seller Interest or the aggregate amount of Principal Receivables exceeds the Minimum Aggregate Principal Receivables, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Due Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date (“Additional Accounts”) or any earlier date in a sufficient amount such that, that after giving effect to such addition, (x) the Transferor’s Participation Amount Seller Interest as of the close of business on the Addition Date is at least equal to the Required Transferor’s Aggregate Minimum Seller Interest on such date and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Minimum Aggregate Principal Balance, each Receivables on such date. The failure of any condition set forth in paragraph (c) or (d) below, below as the case may be, shall not relieve the Transferor Seller of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor Seller to transfer Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Series Early Amortization Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor Seller to convey Receivables in Additional Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Series Early Amortization Event” (as defined in such Supplement).

Required Additions. If on any Business Day, either (i) If, as of the close of business on the last Business Day of any Monthly Period, (xA) the Transferor’s Participation Amount Transferor Interest is less than the Required Transferor’s Transferor Interest or (yB) the aggregate total amount of Principal Receivables is less than the Required Minimum Principal Balance, each Balance on such dateBusiness Day, the Transferor shall on or prior to the close of business on the tenth second Business Day following the last such Business Day of such Monthly Period (the “"Required Designation Date”"), unless the Transferor’s Participation Amount Transferor Interest exceeds the Required Transferor’s Transferor Interest and the total amount of Principal Receivables exceeds the Required Minimum Principal Balance, in each case, as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Transferor Interest as of the close of business on the applicable Addition Date, is at least equal to the Required Transferor Interest and the aggregate principal balance of Principal Receivables, plus the then outstanding principal amount of any Participation Amount Interests conveyed to the Trust as of the close of business on the Addition Date Date, is at least equal to the Required Transferor’s Interest and (y) the aggregate amount of Minimum Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The Transferor shall promptly give notice to each Rating Agency of any obligation of the Transferor to designate Accounts pursuant to the preceding sentence. The failure of any condition set forth in paragraph (cSection 2.09(c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee Trust as provided in this paragraph clause solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Redemption Event” (as defined in such Supplement).

Required Additions. If on any Business Day, either (i) If, as of the close of business on the last Business Day of any Monthly Period, (xA) the Transferor’s Participation Amount Transferor Interest is less than the Required Transferor’s Transferor Interest or (yB) the aggregate total amount of Principal Receivables is less than the Required Minimum Principal Balance, each Balance on such dateBusiness Day, the Transferor shall on or prior to the close of business on the tenth second Business Day following the last such Business Day of such Monthly Period (the “"Required Designation Date”"), unless the Transferor’s Participation Amount Transferor Interest exceeds the Required Transferor’s Transferor Interest and the total amount of Principal Receivables exceeds the Required Minimum Principal Balance, in each case, as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Transferor Interest as of the close of business on the applicable Addition Date, is at least equal to the Required Transferor Interest and the aggregate principal balance of Principal Receivables, plus the then outstanding principal amount of any Participation Amount Interests conveyed to the Trust as of the close of business on the Addition Date Date, is at least equal to the Required Transferor’s Interest and (y) the aggregate amount of Minimum Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The Transferor shall promptly give notice to each Rating Agency of any obligation of the Transferor to designate Accounts pursuant to the preceding sentence. The failure of any condition set forth in paragraph (cSection 2.09(c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee Trust as provided in this paragraph clause solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which has not been timely cured (as specified in the related Supplement) will may nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant Event. Notwithstanding anything in this Section 2.09(a)(i) to the Supplement thereforcontrary, a failure by so long as Series 2004-1 is the Transferor to convey Receivables in only Series of Notes outstanding, all newly originated Accounts shall be automatically designated as Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “Pay Out Event” (as defined in such Supplement)Accounts.

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, either (xA) the Transferor’s Participation Seller Amount is less than the Required Transferor’s Interest Seller Amount on such date or (yB) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each Balance on such date, the Transferor shall Seller shall, on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period (the “Required Designation Date”"REQUIRED DESIGNATION DATE"), unless the Transferor’s Participation Seller Amount exceeds the Required Transferor’s Interest Seller Amount or the aggregate amount of Principal Receivables exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such additionAddition, (x) the Transferor’s Participation Seller Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Interest Seller Amount on such date and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Seller of its obligation obligations pursuant to this paragraph; provided, however, that the failure of the Transferor Seller to transfer Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which that has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor Seller to convey Receivables in Additional Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “"Pay Out Event” " (as defined in such Supplement).

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, either (x) the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) is less than the Required Transferor’s Interest Minimum Transferor Amount on such date or (y) the aggregate amount of Principal Receivables is less than the Required Minimum Aggregate Principal Balance, each Receivables on such date, the Transferor shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period (the “"Required Designation Date”"), unless the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) equals or exceeds the Required Transferor’s Interest Minimum Transferor Amount and the aggregate amount of Principal Receivables equals or exceeds the Minimum Aggregate Principal Receivables, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, the Transferor Amount (xexcluding the interest represented by any Supplemental Certificate) the Transferor’s Participation Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Interest Minimum Transferor Amount on such date and (y) the aggregate amount of Principal Receivables Receiv- ables equals or exceeds the Required Minimum Aggregate Principal Balance, each Rxxxxxables on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee Trust as provided in this paragraph para- graph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further provided, further, that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Supplemental Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “"Pay Out Event” " (as defined in such Supplement).

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, (x) the Transferor’s 's Participation Amount is less than the Required Transferor’s 's Interest or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each on such date, the Transferor shall on or prior to the close of business on the tenth Business Day following the last Business Day of such Monthly Period (the “"Required Designation Date”"), unless the Transferor’s 's Participation Amount exceeds the Required Transferor’s 's Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s 's Participation Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s 's Interest and (y) the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance, each on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor to transfer Receivables to the Trustee as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor to convey Receivables in Additional Accounts or Participation Interests to the Trustee by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “"Pay Out Event” " (as defined in such Supplement).

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, either (xi) the Transferor’s Participation Depositor's Amount is less than the Required Transferor’s Depositor's Interest on such date, or (yii) the aggregate amount of Principal Receivables is less than the Required Principal Balance, each Balance on such date, the Transferor Depositor shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period (the “"Required Designation Date”), unless the Transferor’s Participation Amount exceeds the Required Transferor’s Interest as of the close of business on any day after the last Business Day of such Monthly Period and prior ") cause to the Required Designation Date, designate be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Participation Depositor's Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Depositor's Interest on such date and (y) the aggregate amount of Principal Receivables equals or exceeds as of the Addition Date is at least equal to the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Depositor of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor Depositor to transfer Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further that any such failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor Depositor to convey Receivables in Additional Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “"Pay Out Event” " (as defined in such Supplement).

Required Additions. (i) (i) If, as of the close of business on the last Business Day of any Monthly Period, either (xi) the Transferor’s Participation Amount Seller's Interest is less than the Required Transferor’s Seller's Interest on such date or (yii) the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is less than the Required Principal Balance, each Balance on such date, the Transferor Seller shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period (the “"Required Designation Date”"), unless the Transferor’s Participation Amount Retained Interest exceeds the Required Transferor’s Retained Interest or the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) the Transferor’s Participation Amount Seller's Interest as of the close of business on the Addition Date is at least equal to the Required Transferor’s Seller's Interest on such date and (y) the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account equals or exceeds the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Seller of its obligation pursuant to this paragraph; provided, however, that the failure of the Transferor Seller to transfer Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further further, that any such failure which that has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor Seller to convey Receivables in Additional Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “"Pay Out Event” " (as defined in such Supplement).. (ii) In lieu of, or in addition to, designating Additional Accounts pursuant to clause (i) above, the Seller may, subject to the conditions specified in paragraph (c) below, convey to the Trust participations representing undivided interests in a pool of assets primarily consisting of revolving credit card or installment receivables generated in accounts owned by any Account Originator, and any interests in the foregoing, including securities representing or backed by such receivables, and other self-liquidating financial assets including, without limitation, any "Eligible Assets" as such term is defined in Rule 3a-7 under the Investment Company Act of 1940, as amended (or any successor to such Rule) and collections thereon ("Participation Interests"). The addition of Participation Interests in the Trust pursuant to this paragraph (a) or paragraph (b) below shall be effected by a Supplement, dated the applicable Addition Date, pursuant to Section 13.01(a). (b)

Required Additions. (i) If, as of the close of business on the last Business Day of any Monthly Period, [either (xi) the Transferor’s Participation Depositor's Amount is less than the Required Transferor’s Depositor's Interest on such date, or (y) ii)] the aggregate amount of Principal Receivables is less than the Required Principal Balance, each Balance on such date, the Transferor Depositor shall on or prior to the close of business on the tenth 10th Business Day following the last Business Day of such Monthly Period (the “"Required Designation Date”")[, unless the Transferor’s Participation Depositor's Amount exceeds the Required Transferor’s Depositor's Interest and the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate ,] cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, (x) [the Transferor’s Participation Depositor's Amount as of the close of business on the Addition Date is at least equal to the Required Transferor’s Depositor's Interest and (y) on such date and] the aggregate amount of Principal Receivables equals or exceeds as of the Addition Date is at least equal to the Required Principal Balance, each Balance on such date. The failure of any condition set forth in paragraph (c) or (d) below, as the case may be, shall not relieve the Transferor Depositor of its obligation pursuant to this paragraph; provided, however, -------- ------- that the failure of the Transferor Depositor to transfer Receivables to the Trustee Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further that any such ---------------- failure which has not been timely cured (as specified in the related Supplement) will nevertheless result in the occurrence of a Pay Out Event with respect to each Series for which, pursuant to the Supplement therefor, a failure by the Transferor Depositor to convey Receivables in Additional Accounts or Participation Interests to the Trustee Trust by the day on which it is required to convey such Receivables or Participation Interests pursuant to Section 2.08(a) constitutes a “"Pay Out Event” " (as defined in such Supplement).