Common use of Account Allocations Clause in Contracts

Account Allocations. In the event that any of the Sellers is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 4.1 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers and the Servicer agree such Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Receivables but for such SellerTransferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of the Trust Assets on such date transferred to the Trust by such Seller in the Trust on such dateTransferor), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of the Servicing Agreement, the Indenture and each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such SellerTransferor’s inability to transfer Receivables to the Trust Trust) which are written off as uncollectible in accordance with this the Servicing Agreement shall continue to be allocated in accordance with Article IV and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables included in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of this Agreement, the Servicing Agreement, the Indenture and each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Trustee in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any binding order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers and the Servicer agree Transferor agrees (except as prohibited by any such order) to allocate and pay to the TrustTrustee, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust Trustee prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Sellerthe Transferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers and the Servicer agree Transferor agrees that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust Trustee and Principal Receivables and all amounts which would have constituted Principal Receivables as aforesaid that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer Transferor shall treat the first received Collections with respect to the Accounts as allocable to the Trust Trustee until the Trust Trustee shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust such Accounts as of the date of the occurrence of such event. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree Transferor agrees that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust Trustee shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Trustee in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 9.01 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers and the Servicer agree such Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such SellerTransferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such SellerTransferor’s inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. (i) In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Trustee in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or an order by any order federal governmental agency having regulatory authority over the Transferor or the RPA Seller or any court of competent jurisdiction that the Transferor or the RPA Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trustee) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustTrustee, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which Trustee), that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor’s inability to transfer Receivables to the Trustee shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust Trustee notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Issuing Entity is unable for any reason to transfer designate Asset Pool One Receivables to the Trust for inclusion in Asset Pool One in accordance with the provisions of this Agreement, Asset Pool One Supplement (including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers Issuing Entity and the Servicer agree (except as prohibited by any such order) to allocate and pay to the TrustAsset Pool One, after the date of such inability, all Collections, including Collections of Principal Receivables transferred to the Trust and Finance Charge Receivables designated for inclusion in Asset Pool One prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Finance Charge Receivables but for such Sellerthe Issuing Entity’s inability to transfer designate such Asset Pool One Receivables (up to the lesser of the amount of such insufficiency or an aggregate amount equal to the amount of Principal Receivables and Finance Charge Receivables in Asset Pool One on such date transferred to Asset Pool One by the Trust by such Seller in the Trust on such dateIssuing Entity), (b) the Sellers Issuing Entity and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV the terms hereof and the terms of each Indenture Supplement and (c) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and Finance Charge Receivables (and all amounts which would have constituted Principal Receivables and Finance Charge Receivables but for such Sellerthe Issuing Entity’s inability to transfer designate Asset Pool One Receivables to the Trust for inclusion in Asset Pool One) which are written charged off as uncollectible in accordance with this Agreement Asset Pool One Supplement shall continue to be allocated in accordance with Article IV and the terms hereof and of each SupplementIndenture Supplement and all amounts that would have constituted Principal Receivables but for the Issuing Entity’s inability to designate Asset Pool One Receivables for inclusion in Asset Pool One shall be deemed to be Principal Receivables for the purpose of calculating the applicable Noteholder Percentage with respect to Principal Receivables with respect to any Series, Class or Tranche secured by the Asset Pool One Receivables. For the purpose of the immediately preceding sentence, the Sellers Issuing Entity and the Servicer shall treat the first received Collections with respect to the Asset Pool One Accounts as allocable to the Trust Asset Pool One until the Trust Asset Pool One shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust Asset Pool One as of the date of the occurrence of such event. If any of the Sellers or Issuing Entity and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Issuing Entity and the Servicer agree that, after the occurrence of such event, payments on each Asset Pool One Account with respect to the principal balance of such Asset Pool One Account shall be allocated first to the oldest principal balance of such Asset Pool One Account and shall have such payments applied as Collections in accordance with Article IV and the terms hereof and of each Indenture Supplement. The parties hereto agree that Asset Pool One Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to Asset Pool One, or that would have been conveyed to Asset Pool One but for the Trust above described inability to designate such Asset Pool One Receivables, shall continue to be a part of the Trust Asset Pool One notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Asset Pool One and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms hereof and of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 9.1 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s the Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller the Transferor in the Trust on such date), (b) the Sellers Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Chase USA is unable for any reason to transfer Receivables to the Trust Chase Card Funding in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 5.01 or any order of any Governmental Authority (a “Transfer Restriction Event”)), then, in any such event, (a) the Sellers and the Servicer agree Chase USA agrees (except as prohibited by any such order) to allocate and pay to the TrustChase Card Funding, after the date of such inability, all Collections, including Collections of Principal Receivables and Finance Charge Receivables transferred to the Trust Chase Card Funding prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Finance Charge Receivables but for such SellerChase USA’s inability to transfer such Receivables (up to the lesser of the amount of such insufficiency or an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Finance Charge Receivables but for in Chase Card Funding on such Seller’s inability date transferred to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each SupplementChase Card Funding by Chase USA). For the purpose of the immediately preceding sentence, the Sellers and the Servicer Chase USA shall treat the first received Collections with respect to the Accounts as allocable to the Trust Chase Card Funding until the Trust Chase Card Funding shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust transferred to Chase Card Funding as of the date of the occurrence of such event. If any of the Sellers or the Servicer Chase USA is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree Chase USA agrees that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each SupplementAccount. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to Chase Card Funding, or that would have been conveyed to Chase Card Funding but for the Trust above described inability to transfer such Receivables, shall continue to be a part of the Trust Chase Card Funding notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Chase Card Funding and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.this Agreement. [END OF ARTICLE II]

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 9.01 or any order of any Governmental Authority (a “Transfer Restriction Event”)), then, in any such event, (a) the Sellers Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Principal Receivables and Finance Charge Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Finance Charge Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to the lesser of the amount of such insufficiency or an aggregate amount equal to the amount of Principal Receivables and Finance Charge Receivables in the Trust on such date transferred to the Trust by such Seller in the Trust on such dateTransferor), (b) the Sellers Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV the terms of the Asset Pool One Supplement and the terms of each Indenture Supplement and (c) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and Finance Charge Receivables (and all amounts which would have constituted Principal Receivables and Finance Charge Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust Trust) which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of the Asset Pool One Supplement and each SupplementIndenture Supplement and all amounts that would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Noteholder Percentage with respect to Principal Receivables with respect to any Series, Class or Tranche secured by the Receivables designated for inclusion in Asset Pool One. For the purpose of the immediately preceding sentence, the Sellers Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of the Asset Pool One Supplement and each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of the Asset Pool One Supplement and each Indenture Supplement.

Account Allocations. In the event that any of the Sellers If Seller is unable for any reason to transfer Transferred Receivables to the Trust Buyer in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 5.1 or any an order of by any Governmental Authority (a “Transfer Restriction Event”), that Seller not transfer any additional Principal Receivables to Buyer) then, in any such event, : (ai) the Sellers and the Servicer agree (except as prohibited by any such order) Seller agrees to allocate and pay to the TrustBuyer, after the date of such inability, all Collections, including Collections of with respect to Principal Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Seller’s inability to transfer such Transferred Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust held by such Seller in the Trust Buyer on such datedate of inability), ; (bii) the Sellers and the Servicer agree Seller agrees that such amounts will shall be applied as deemed Collections in accordance with Article IV and the terms of each Supplement Transferred Receivables; and (ciii) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (ai) and (b) aboveii), Principal Receivables (and all amounts which would have constituted Principal Receivables Receivables, but for such Seller’s inability to transfer Transferred Receivables to the Trust which Buyer) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the Servicing Agreement, and the terms of each Supplement. For all amounts that would have constituted Principal Receivables, but for Seller’s inability to transfer Transferred Receivables to Buyer shall be deemed to be Principal Receivables for the purpose of all calculations under the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventRelated Documents. If any of the Sellers or the Servicer Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Seller agrees that it shall allocate collections, charge-offs and other incidents of the Sellers receivables in the Accounts between Transferred Receivables and other receivables outstanding in the Servicer agree thatAccounts on a basis reasonably intended to approximate the actual portions allocable to Transferred Receivables and other receivables, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplementrespectively. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to Buyer, or that would have been conveyed to Buyer but for the Trust above described inability to transfer such Receivables, shall continue to be a part of the Trust held by Buyer notwithstanding any cessation of the transfer of additional Principal Receivables to Buyer. With respect to the Trust Xxxxxxxxxx Xxxx program and Collections with respect thereto Originator’s program for Home Depot U.S.A., Inc. existing on the Closing Date, Seller shall continue allocate collections, charge-offs and other incidents of the receivables in each such program between Transferred Receivables outstanding in that program and other receivables outstanding in that program on a basis reasonably intended to be allocated approximate the actual portions allocable to Transferred Receivables and paid in accordance with Article IV and the terms of each Supplementother receivables, respectively.

Account Allocations. In (i) in the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or an order by any federal governmental agency having regulatory authority over the Transferor or any order court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Seller’s the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Trustee in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 9.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers and the Servicer agree such Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. (i) In the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or an order by any order federal governmental agency having regulatory authority over the Seller or any court of competent jurisdiction that the Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Seller agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such the Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Seller agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Seller’s inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Seller’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatSeller agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 6.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge and Administrative Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Discover Bank is unable for any reason to transfer Receivables to the Trust Discover Funding in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 any governmental agency having regulatory authority over Discover Bank or any order court of competent jurisdiction ordering that Discover Bank not convey any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to Discover Funding) then, in any such event, (a) the Sellers and the Servicer agree (except as prohibited by any such order) Discover Bank agrees to allocate and pay to the TrustDiscover Funding, after the date of such inability, all Collections, including Collections of with respect to Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which that would have constituted Collections been Principal Receivables but for such Seller’s the inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables in DCMT on such date with respect to Principal Receivables transferred to the Trust Discover Funding by such Seller in the Trust on such dateDiscover Bank), (b) the Sellers ; and the Servicer agree that Discover Bank agrees to have such amounts will be applied as Collections in accordance with Article IV under the Pooling and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventServicing Agreement. If any of the Sellers or the Servicer Discover Bank is unable pursuant to any Requirements Requirement of Law to allocate Collections payments on the Accounts as described above, the Sellers and the Servicer agree thatDiscover Bank agrees that it shall, after the occurrence of in any such event, allocate after such date payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV the Pooling and the terms of each SupplementServicing Agreement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust Discover Funding by Discover Bank shall continue to be a part of the Trust owned by Discover Funding notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplementpaid.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or an order by any Federal governmental agency having regulatory authority over the Transferor or an order of any Governmental Authority (a “Transfer Restriction Event”), court of competent jurisdiction that the Transferor not transfer any additional Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, Collections (including Collections of Finance Charge Receivables) with respect to Principal Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections (including Collections of Finance Charge Receivables) with respect to such Receivables which would have been Principal Receivables but for such Seller’s the Transferor's inability to transfer such Receivables to the Trust (up to an aggregate amount equal to the amount of Aggregate Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all such Collections and all amounts that which would have constituted Collections are made in accordance with clauses (aA) and (bB) above, Collections of Principal Receivables and all amounts which would have constituted Collections of Principal Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement and the Credit Card Guidelines shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Collections of Principal Receivables but for the terms Transferor's inability to transfer Receivables to the Trust shall be deemed to be Collections of each Supplement. For Principal Receivables for the purpose of calculating the immediately preceding sentence, the Sellers applicable Investor Percentage and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers Transferor agrees that it shall, in any such event, and to the Servicer agree thatextent not prohibited by law, allocate, after the occurrence of such eventdate that the Transferor becomes unable to allocate Collections as described above, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of Receivable in such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. (i) In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Trustee in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or an order by any order federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trustee) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustTrustee, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on such Account after such event, and the portion allocable to any Principal Receivables retained in the Trust shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust Trustee shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. (i) In the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or an order by any ----------- federal or state governmental agency having regulatory authority over the Seller or any order court of competent jurisdiction that the Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Seller agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such the Seller’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Aggregate Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Seller agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all ---------- Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) ----------- --- above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Seller’s 's inability to transfer Receivables to the Trust Trust) which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts which would ---------- have constituted Principal Receivables but for the terms of each Supplement. For Seller's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree Seller agrees that, solely for purposes of payments under this Agreement, it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account (it being understood that the foregoing allocation does not affect, with respect to any Obligor, the priority of application of cardholder payments provided for in the related Credit Card Agreement(s)) and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance ---------- Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.IV. ----------

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Issuer in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 6.01 or an order by any federal governmental agency having regulatory authority over Transferor or FNBO or any order court of competent jurisdiction that Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to Issuer) then, in any such event, (ai) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustIssuer, after the date of such inability, all Collections with respect to Principal Receivables, all Discount Option Receivables Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Discount Option Receivables Collections but for such SellerTransferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller and Discount Option Receivables in the Trust on such date), ; (bii) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and VIII of the terms of each Supplement Indenture; and (ciii) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (ai) and (bii) above, Principal Receivables and Discount Option Receivables (and all amounts which would have constituted Principal Receivables or Discount Option Receivables, as the case may be, but for such SellerTransferor’s inability to transfer Receivables to the Trust which Issuer) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of each Supplement. For case may be, but for Transferor’s inability to transfer Receivables to Issuer shall be deemed to be Principal Receivables or Discount Option Receivables, as the case may be, for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Allocation Percentage with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventany Series. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and VIII of the terms of each SupplementIndenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to Issuer, or that would have been conveyed to Issuer but for the Trust above described inability to transfer such Receivables, shall continue to be a part of the Trust owned by Issuer notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and VIII of the terms of each SupplementIndenture.

Account Allocations. In the event that any of the Sellers Issuer is unable for any reason to transfer designate Asset Pool One Receivables to the Trust for inclusion in Asset Pool One in accordance with the provisions of this AgreementAsset Pool One Supplement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers Issuer and the Servicer agree (except as prohibited by any such order) to allocate and pay to the TrustAsset Pool One, after the date of such inability, all Collections, including Collections of Principal Receivables transferred to the Trust and Finance Charge Receivables designated for inclusion in Asset Pool One prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Finance Charge Receivables but for such Seller’s the Issuer's inability to transfer designate such Asset Pool One Receivables (up to the lesser of the amount of such insufficiency or an aggregate amount equal to the amount of Principal Receivables and Finance Charge Receivables in Asset Pool One on such date transferred to Asset Pool One by the Trust by such Seller in the Trust on such dateIssuer), (b) the Sellers Issuer and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV the terms hereof and the terms of each Indenture Supplement and (c) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and Finance Charge Receivables (and all amounts which would have constituted Principal Receivables and Finance Charge Receivables but for such Seller’s the Issuer's inability to transfer designate Asset Pool One Receivables to the Trust for inclusion in Asset Pool One) which are written charged off as uncollectible in accordance with this Agreement Asset Pool One Supplement shall continue to be allocated in accordance with Article IV and the terms hereof and each Indenture Supplement and all amounts that would have constituted Principal Receivables but for the Issuer's inability to designate Asset Pool One Receivables for inclusion in Asset Pool One shall be deemed to be Principal Receivables for the purpose of each Supplementcalculating the applicable Noteholder Percentage with respect to Principal Receivables with respect to any Series, Class or Tranche secured by the Asset Pool One Receivables. For the purpose of the immediately preceding sentence, the Sellers Issuer and the Servicer shall treat the first received Collections with respect to the Asset Pool One Accounts as allocable to the Trust Asset Pool One until the Trust Asset Pool One shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust Asset Pool One as of the date of the occurrence of such event. If any of the Sellers or Issuer and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Issuer and the Servicer agree that, after the occurrence of such event, payments on each Asset Pool One Account with respect to the principal balance of such Asset Pool One Account shall be allocated first to the oldest principal balance of such Asset Pool One Account and shall have such payments applied as Collections in accordance with Article IV and the terms of hereof and each Indenture Supplement. The parties hereto agree that Asset Pool One Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to Asset Pool One, or that would have been conveyed to Asset Pool One but for the Trust above described inability to designate such Asset Pool One Receivables, shall continue to be a part of the Trust Asset Pool One notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Asset Pool One and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of hereof and each Indenture Supplement.

Account Allocations. (i) In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or any an order of by any Governmental Authority (a “Transfer Restriction Event”), having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Seller’s the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers RPA Seller is unable for any reason to transfer Receivables to the Trust Purchaser in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 8.02 or an order by any federal governmental agency having regulatory authority over RPA Seller or any order court of competent jurisdiction that RPA Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Purchaser) then, in any such event, (ai) the Sellers and the Servicer agree (except as prohibited by any such order) RPA Seller agrees to allocate and pay to the TrustPurchaser, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such RPA Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on Purchaser prior to such date), ; (bii) the Sellers and the Servicer agree that RPA Seller agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement Transaction Documents; and (ciii) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (ai) and (bii) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such RPA Seller’s inability to transfer Receivables to the Trust which Purchaser) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the Transaction Documents, and all amounts that would have constituted Principal Receivables but for RPA Seller’s inability to transfer Receivables to the terms of each Supplement. For Purchaser shall be deemed to be Principal Receivables for the purpose of calculating (A) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (B) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer RPA Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatRPA Seller agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementTransaction Documents. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust Purchaser, or that would have been conveyed to the Purchaser but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust owned by Purchaser or its assignee notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Purchaser and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementTransaction Documents.

Account Allocations. In the event that any of the Sellers such Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or any an order of any Governmental Authority (a “Transfer Restriction Event”), court of competent jurisdiction that such Transferor not transfer any additional Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree such Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Principal Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Principal Collections but for such Seller’s Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Principal Component in the Trust on such date), ; (bB) the Sellers and the Servicer agree that such Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV, and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made in accordance with clauses (aA) and (bB) above, Principal Receivables Collections and all amounts which would have constituted Principal Receivables Collections but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the related Supplement, and all amounts which would have constituted Principal Collections but for such Transferor's inability to transfer Receivables to the terms of each Supplement. For Trust shall be deemed to be Principal Collections for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventapplicable Invested Percentage thereunder. If any of the Sellers or the Servicer such Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatsuch Transferor agrees that it shall, in any such event, allocate, after the occurrence of such eventdate that it becomes unable to do so, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of receivable in such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 8.1 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers and the Servicer agree such Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Receivables but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of the Trust Assets on such date transferred to the Trust by such Seller in the Trust on such dateTransferor), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of this Agreement, the Indenture and each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust Trust) which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of this Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables included in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of this Agreement, the Indenture and each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”")), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Principal Receivables and Finance Charge Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Finance Charge Receivables but for such Seller’s Transferor's inability to transfer such Receivables (up to the lesser of the amount of such insufficiency or an aggregate amount equal to the amount of Principal Receivables and Finance Charge Receivables in the Trust on such date transferred to the Trust by such Seller in the Trust on such dateTransferor), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV the terms of the applicable Asset Pool Supplement and the terms of each Indenture Supplement and (c) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and Finance Charge Receivables (and all amounts which would have constituted Principal Receivables and Finance Charge Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust Trust) which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of the applicable Asset Pool Supplement and each SupplementIndenture Supplement and all amounts that would have constituted Principal Receivables but for such Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Noteholder Percentage with respect to Principal Receivables with respect to any Series, Class or Tranche secured by the Receivables designated for inclusion in any Asset Pool. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of the applicable Asset Pool Supplement and each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of the applicable Asset Pool Supplement and each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor ------------------- is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 6.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers such Transferor and the Servicer agree --------------------------- (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge and Administrative Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers RPA Seller is unable for any reason to transfer Receivables to the Trust Purchaser in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 8.02 or an order by any federal governmental agency having regulatory authority over RPA Seller or any order court of competent jurisdiction that RPA Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Purchaser) then, in any such event, (ai) the Sellers and the Servicer agree (except as prohibited by any such order) RPA Seller agrees to allocate and pay to the TrustPurchaser, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such RPA Seller’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on Purchaser prior to such date), ; (bii) the Sellers and the Servicer agree that RPA Seller agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement Transaction Documents; and (ciii) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (ai) and (bii) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such RPA Seller’s 's inability to transfer Receivables to the Trust which Purchaser) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the Transaction Documents, and all amounts that would have constituted Principal Receivables but for RPA Seller's inability to transfer Receivables to the terms of each Supplement. For Purchaser shall be deemed to be Principal Receivables for the purpose of calculating (A) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (B) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer RPA Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatRPA Seller agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementTransaction Documents. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust Purchaser, or that would have been conveyed to the Purchaser but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust owned by Purchaser or its assignee notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Purchaser and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementTransaction Documents.

Account Allocations. (i) In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or an order by any federal governmental agency having regulatory authority over the Transferor or any order court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Seller’s the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 6.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Trustee in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers and the Servicer agree such Transferor agrees (except as prohibited by any such order) to allocate and pay to the TrustTrustee, after the date of such inability, all CollectionsCollections of Receivables transferred to the Trustee by such Transferor, including Collections of Receivables transferred to the Trust Trustee by such Transferor prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust Trustee by such Seller Transferor in the Trust on such date), (b) the Sellers and the Servicer agree such Transferor agrees that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust Trustee which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer such Transferor shall treat the first received Collections with respect to the Accounts designated by such Transferor as allocable to the Trust Trustee until the Trust Trustee shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust such Accounts as of the date of the occurrence of such event. If any of the Sellers or the Servicer such Transferor is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree such Transferor agrees that, after the occurrence of such event, payments on each Account designated by such Transferor with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables created on and after the Certificate Trust Termination Date to the Trust Issuer in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 6.1 or any a binding order of any Governmental Authority (a “Transfer Restriction Event”Authority), then, in any such event, (aA) the Sellers and the Servicer agree Transferor agrees (except as prohibited by any such order) to allocate and pay to the TrustIssuer, after the date of such inability, all Collections, including Collections of Principal Receivables and Discount Option Receivables transferred to the Trust Issuer prior to the occurrence of such event, event and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for such Seller’s the Transferor's inability to transfer such Receivables to the Issuer (up to an aggregate amount equal to the amount of Aggregate Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables in the Trust on Issuer as of such date), (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and VIII of the terms of each Supplement Indenture and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, all Collections of Principal Receivables and Discount Option Receivables and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust Issuer which are written charged off as uncollectible in accordance with this Agreement and the Account Guidelines shall continue to be allocated in accordance with Article IV VIII of the Indenture and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for the terms Transferor's inability to transfer Receivables to the Issuer shall be deemed to be Collections of each Supplement. For Principal Receivables for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections Invested Percentage with respect to any Series and the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Invested Percentage. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections amounts as described above, the Sellers and the Servicer agree that, after the occurrence of such event, Transferor agrees (except as prohibited by law) to allocate payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of Receivable in such Account and shall to have such payments applied as Collections in accordance with Article IV and VIII of the terms of each SupplementIndenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables or Discount Option Receivables which have been conveyed to the Trust Issuer, or which would have been conveyed to the Issuer but for the Transferor's inability to transfer Receivables to the Issuer, shall continue to be a part property of the Trust Issuer notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and VIII of the terms of each SupplementIndenture.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all CollectionsCollections of Receivables transferred to the Trust by such Transferor, including Collections of Receivables transferred to the Trust by such Transferor prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers such Transferor or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 9.1 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s the Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller the Transferor in the Trust on such date), (b) the Sellers Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.. Section 2.12

Account Allocations. (i) In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Issuer in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 4.01 or an order by any federal governmental agency having regulatory authority over the Transferor or any order court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Issuer) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustIssuer, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to held by the Trust by such Seller in the Trust Issuer on such datedate of inability), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections on the Transferred Assets in accordance with Article IV and the terms of each Supplement Indenture; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which Issuer) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the Indenture, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor’s inability to transfer Receivables to the Issuer shall be deemed to be Principal Receivables for the purpose of all calculations under the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventTransaction Documents. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account proportionately based on the total amount of Principal Receivables of such Obligor retained by the Issuer and the total amount owing by such Obligor on such Account after such event, and the portion allocable to any Principal Receivables retained by the Issuer shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIndenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust Issuer, shall continue to be a part of owned by the Trust Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIndenture.

Account Allocations. In the event that any of the Sellers If Transferor is unable for any reason to transfer Receivables to the Trust Issuer in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 6.1 or an order by any Federal governmental agency having regulatory authority over Transferor or any order court of competent jurisdiction that Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Issuer) then, in any such event, : (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustIssuer, after the date of such inability, all Collections with respect to Principal Receivables, all Discount Option Receivables Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and all Discount Option Receivables Collections but for such SellerTransferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables Amount in the Trust Issuer on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and VIII of the terms of each Supplement Indenture; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (b) aboveB), Principal Receivables and Discount Option Receivables (and all amounts which would have constituted Principal Receivables or Discount Option Receivables, as the case may be, but for such SellerTransferor’s inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of each Supplement. For case may be, but for Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables or Discount Option Receivables, as the case may be, for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Allocation Percentage with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventany Series. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and VIII of the terms of each SupplementIndenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to Issuer, or that would have been conveyed to Issuer but for the Trust above described inability to transfer such Receivables, shall continue to be a part property of the Trust Issuer notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Issuer, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and VIII of the terms of each SupplementIndenture.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or an order by any order federal governmental agency having regulatory authority over the Transferor or FNBO or any court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (ai) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Seller’s the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bii) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (ciii) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (ai) and (bii) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (A) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (B) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Issuer in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 SECTION 7.01 or any order of any Governmental Authority (a “Transfer Restriction Event”"TRANSFER RESTRICTION EVENT"), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the TrustIssuer, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust Issuer prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust Issuer by such Seller in the Trust Transferor on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article ARTICLE IV of this Agreement and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust Issuer which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article ARTICLE IV of this Agreement and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust Issuer until the Trust Issuer shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in held by the Trust Issuer as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article ARTICLE IV of this Agreement and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust Issuer shall continue to be a part of belong to the Trust Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article ARTICLE IV of this Agreement and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 6.01 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such SellerTransferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such SellerTransferor’s inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 9.01 or any order of any Governmental Authority (a “Transfer Restriction Event”)), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Principal Receivables and Finance Charge Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Finance Charge Receivables but for such SellerTransferor’s inability to transfer such Receivables (up to the lesser of the amount of such insufficiency or an aggregate amount equal to the amount of Principal Receivables and Finance Charge Receivables in the Trust on such date transferred to the Trust by such Seller in the Trust on such dateTransferor), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV the terms of the applicable Asset Pool Supplement and the terms of each Indenture Supplement and (c) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and Finance Charge Receivables (and all amounts which would have constituted Principal Receivables and Finance Charge Receivables but for such SellerTransferor’s inability to transfer Receivables to the Trust Trust) which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of the applicable Asset Pool Supplement and each SupplementIndenture Supplement and all amounts that would have constituted Principal Receivables but for such Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Noteholder Percentage with respect to Principal Receivables with respect to any Series, Class or Tranche secured by the Receivables designated for inclusion in any Asset Pool. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of the applicable Asset Pool Supplement and each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of the applicable Asset Pool Supplement and each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Issuer in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 6.01 or an order by any federal governmental agency having regulatory authority over Transferor or FNBO or any order court of competent jurisdiction that Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to Issuer) then, in any such event, (ai) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustIssuer, after the date of such inability, all Collections with respect to Principal Receivables, all Discount Option Receivables Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Discount Option Receivables Collections but for such Seller’s Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller and Discount Option Receivables in the Trust on such date), ; (bii) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and VIII of the terms of each Supplement Indenture; and (ciii) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (ai) and (bii) above, Principal Receivables and Discount Option Receivables (and all amounts which would have constituted Principal Receivables or Discount Option Receivables, as the case may be, but for such Seller’s Transferor's inability to transfer Receivables to the Trust which Issuer) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of each Supplement. For case may be, but for Transferor's inability to transfer Receivables to Issuer shall be deemed to be Principal Receivables or Discount Option Receivables, as the case may be, for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Allocation Percentage with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventany Series. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and VIII of the terms of each SupplementIndenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to Issuer, or that would have been conveyed to Issuer but for the Trust above described inability to transfer such Receivables, shall continue to be a part of the Trust owned by Issuer notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and VIII of the terms of each SupplementIndenture.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including other than by reason of the application of the provisions of Section 9.02 or 4.1, but including any order of any Governmental Authority (a “Transfer Restriction Event”)Authority, then, in any such event, (a) the Sellers and the Servicer agree Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Receivables but for such Sellerthe Transferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of the Trust Assets on such date transferred to the Trust by such Seller in the Trust on such dateTransferor), (b) the Sellers Transferor, and the Servicer under the Servicing Agreement, agree that such amounts will be applied as Collections in accordance with Article IV and the terms of the Servicing Agreement, the Indenture and each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust Trust) which are written off as uncollectible in accordance with this the Servicing Agreement shall continue to be allocated in accordance with Article IV and the terms of the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers Transferor shall treat, and the Transferor shall cause the Servicer shall treat to treat, the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in held by the Trust as of the date of the occurrence of such event. If any of the Sellers or Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Transferor agrees and shall direct the Servicer agree thatServicer, after the occurrence of such event, that payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of this Agreement, the Servicing Agreement, the Indenture and each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 6.01 or any order of any Governmental Authority (a “Transfer Restriction Event”” ), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such SellerTransferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such SellerTransferor’s inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge and Administrative Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers (i) If Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 9.2 or an order by any Federal governmental agency having regulatory authority over Transferor or any order court of competent jurisdiction that Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, : (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections with respect to Principal Receivables, all Discount Option Receivables Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and all Discount Option Receivables Collections but for such Seller’s Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables Amount in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (b) aboveB), Principal Receivables and Discount Option Receivables (and all amounts which would have constituted Principal Receivables or Discount Option Receivables, as the case may be, but for such Seller’s Transferor's inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of each Supplement. For case may be, but for Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables or Discount Option Receivables, as the case may be, for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 9.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In If the event that any of the Sellers Seller is unable unable, for any reason reason, to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”"TRANSFER RESTRICTION EVENT"), then, in any such event, (a) the Sellers Seller and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inabilityTransfer Restriction Event, all Collections, Collections of Receivables including Collections of Receivables transferred to the Trust by the Seller prior to the occurrence of such eventTransfer Restriction Event, and all amounts which that would have constituted Collections but for such Seller’s inability to transfer Receivables Transfer Restriction Event (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers Seller and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) ), for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s inability to transfer Receivables to the Trust Transfer Restriction Event, which are written off as uncollectible in accordance with this Agreement Agreement, shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers Seller and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust such Accounts as of the date of the occurrence of such event. If any of the Sellers Seller or the Servicer is unable unable, pursuant to any Requirements Requirement of Law Law, to allocate Collections as described above, the Sellers Seller and the Servicer agree that, after the occurrence of such eventthe applicable Transfer Restriction Event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables Receivables, which have been conveyed to the Trust Trust, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”)Event occurs with respect to a Transferor, then, in any (i) such event, (a) the Sellers Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (bii) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV Eight of the Indenture and the terms of each Indenture Supplement and (ciii) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (ai) and (bii) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV Eight of the Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV Eight of the Indenture and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV Eight of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Issuer in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 7.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the TrustIssuer, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust Issuer prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust Issuer by such Seller in the Trust Transferor on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV of this Agreement and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust Issuer which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV of this Agreement and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust Issuer until the Trust Issuer shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in held by the Trust Issuer as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV of this Agreement and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust Issuer shall continue to be a part of belong to the Trust Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV of this Agreement and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Seller is ------------------- unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any binding order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers such Seller and the -------------------------- Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s 's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers such Seller and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s 's inability to transfer Receivables to the Trust and Principal Receivables and all amounts which would have constituted Principal Receivables as aforesaid that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers such Seller and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust such Accounts as of the date of the occurrence of such event. If any of the Sellers such Seller or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Seller and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Transferor ------------------- is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 9.1 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s the Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller the Transferor in the Trust on such date), (b) the Sellers Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions provi- sions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or an order by any Federal governmental agency having regulatory authority over the Transferor or an order of any Governmental Authority (a “Transfer Restriction Event”), court of competent jurisdiction that the Transferor not transfer any additional Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree Transferor agrees (except ex- cept as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, Collections (including Collections of Receivables with respect to Fi- xxxxx Charge Receivables) with respect to Principal Re- ceivables transferred to the Trust prior to the occurrence occur- rence of such event, and all amounts which would have constituted Collections (including Collections with re- spect to Finance Charge Receivables) with respect to such Receivables which would have been Principal Receivables but for such Seller’s the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transfer- or agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV, and (cC) for only so long as the allocation and application of all Collections and all amounts that would have constituted such Collections are made in accordance with clauses (aA) and (bB) above, Col- lections of Principal Receivables and all amounts which would have constituted Collections of Principal Receivables Receiv- xxxxx but for such Seller’s the Transferor's inability to transfer Receivables Re- ceivables to the Trust which are written charged off as uncollectible xxxxx- lectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the related Supple- ment, and all amounts which would have constituted Col- lections of Principal Receivables but for the terms Transferor's inability to transfer Receivables to the Trust shall be deemed to be Collections of each Supplement. For Principal Receivables for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventapplicable Invested Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers Transferor agrees that it shall, in any such event, and to the Servicer agree thatextent not prohibited by law, allocate, after the occurrence of such eventdate that the Transferor becomes unable to allocate Collections as described above, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of receiv- able in such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers such Transferor and the Master Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all CollectionsCollections of Receivables transferred to the Trust by such Transferor, including Collections of Receivables transferred to the Trust by such Transferor prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Master Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of If such event. If any of the Sellers Transferor or the Master Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Master Servicer agree that, after the occurrence of such event, payments on each Account owned by such Transferor with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge and Administrative Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or any a binding order of any Governmental Authority (a “Transfer Restriction Event”Authority), then, in any such event, (aA) the Sellers and the Servicer agree Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Principal Receivables and Discount Option Receivables transferred to the Trust prior to the occurrence of such event, event and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables to the Trust (up to an aggregate amount equal to the amount of Aggregate Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables in the Trust on as of such date), (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, all Collections of Principal Receivables and Discount Option Receivables and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement and the Account Guidelines shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for the terms Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Collections of each Supplement. For Principal Receivables for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections Invested Percentage with respect to any Series and the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Invested Percentage. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections amounts as described above, the Sellers and the Servicer agree that, after the occurrence of such event, Transferor agrees (except as prohibited by law) to allocate payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of Receivable in such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables or Discount Option Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the Transferor’s inability to transfer Receivables to the Trust, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is ------------------- unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or any order of 9.02, any Governmental Authority (a “Transfer Restriction Event”), having authority over the Transferor or any court of competent jurisdiction ordering that the Transferor not transfer any additional Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Principal Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections, including Finance Charge Collections, with respect to such Receivables which would have been Receivables allocable to Principal Collections but for such Seller’s the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made in accordance with clauses (aA) and (bB) above, Receivables allocable to Principal Receivables Collections (and all amounts which would have constituted Receivables allocable to Principal Receivables Collections but for such Seller’s the Transferor's inability to transfer Receivables to the Trust Trust) which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the related Supplement and all amounts which would have constituted Receivables allocable to Principal Collections but for the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect Transferor's inability to the Accounts as allocable transfer Receivables to the Trust until shall be deemed to be Receivables allocable to Principal Collections for purposes of calculating the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventInvested Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall, in any such event, allocate, after the occurrence of such eventdate that the Transferor becomes unable to do so, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Receivables allocable to Finance Charge ReceivablesCollections, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In If the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers Seller and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, Collections of Receivables including Collections of Receivables transferred to the Trust by the Seller prior to the occurrence of such event, and all amounts which that would have constituted Collections but for such the Seller’s 's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers Seller and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which that would have constituted Principal Receivables but for such the Seller’s 's inability to transfer Receivables to the Trust which that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers Seller and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust such Accounts as of the date of the occurrence of such event. If any of the Sellers Seller or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Seller and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement. Discount Option (a) . (a) The Seller shall have the option to designate at any time a percentage, that may be a fixed percentage or a variable percentage based on a formula (the "Discount Percentage"), of the amount of Receivables arising in the Accounts on or after the date such designation becomes effective that would otherwise constitute Principal Receivables to be treated as Finance Charge Receivables ("Discount Option Receivables"). Without limiting the generality of the foregoing, Discount Option Receivables shall be excluded from the amount of Principal Receivables for purposes of all calculations of the Defaulted Amount, Defaulted Receivables, the Retained Percentage, the Seller's Interest (including related calculations under Sections 2.05(b) and 3.09), the aggregate amount of Principal Receivables for purposes of Section 2.09(a) and the accrual of the Monthly Servicing Fee pursuant to Section 3.02 or any Supplement. (b) On each Date of Processing after the date on which the Seller's exercise of its discount option takes effect, the Seller shall treat Discount Option Receivables Collections as Collections of Finance Charge Receivables.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 6.01 or any order of any Governmental Authority (a “Transfer Restriction Event”"TRANSFER RESTRICTION EVENT"), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such eventTransfer Restriction Event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount aggregate outstanding balance as of the date such Transfer Restriction Event occurred of the Receivables transferred to the Trust by such Seller in the Trust on such dateTransferor), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust Trust, which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventTransfer Restriction Event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such eventTransfer Restriction Event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge and Administrative Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In (i) in the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or an order by any federal governmental agency having regulatory authority over the Transferor or any order court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.1(a) or 9.1(b) or by an order by any federal or state governmental agency having regulatory authority over the Seller or any order court of competent jurisdiction that the Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Seller agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such the Seller’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Seller agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Seller’s 's inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Seller's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor/Purchaser Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor/Purchaser Interest thereunder. If any of the Sellers or the Servicer Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatSeller agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.the

Account Allocations. In the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers Seller and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such the Seller’s 's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such the Seller in the Trust on such date), (b) the Sellers Seller and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such the Seller’s 's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers Seller and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or Seller and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Seller and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge and Administrative Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust Purchaser in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of an order by any federal or state governmental agency having regulatory authority over the application of the provisions of Section 9.02 Seller or any order court of competent jurisdiction that the Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Seller agrees to allocate and pay to the TrustPurchaser, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such the Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; and (bB) the Sellers and the Servicer agree that Seller agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers Pooling and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventServicing Agreement. If any of the Sellers or the Servicer Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree that, after the occurrence of such event, Seller agrees that payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each SupplementAccount. The parties hereto agree that Finance Charge Receivables, whenever created, created or accrued in respect of Principal Receivables which have been conveyed to the Trust Purchaser (and by the Purchaser to the Trust) shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Purchaser and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV of the Pooling and the terms of each SupplementServicing Agreement.

Account Allocations. In the event that any of the Sellers If Transferor is unable for any reason to transfer Transferred Receivables to the Trust Buyer in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 5.1 or any an order of by any Governmental Authority (a “Transfer Restriction Event”), that Transferor not transfer any additional Principal Receivables to Buyer) then, in any such event, : (ai) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustBuyer, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such SellerTransferor’s inability to transfer such Transferred Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust held by such Seller in the Trust Buyer on such datedate of inability), ; (bii) the Sellers and the Servicer agree Transferor agrees that such amounts will shall be applied as deemed Collections in accordance with Article IV and the terms of each Supplement Transferred Receivables; and (ciii) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (ai) and (b) aboveii), Principal Receivables (and all amounts which would have constituted Principal Receivables Receivables, but for such SellerTransferor’s inability to transfer Transferred Receivables to the Trust which Buyer) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the Indenture, and the terms of each Supplement. For all amounts that would have constituted Principal Receivables, but for Transferor’s inability to transfer Transferred Receivables to Buyer shall be deemed to be Principal Receivables for the purpose of all calculations under the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventRelated Documents. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Transferor agrees that it shall allocate collections, charge-offs and other incidents of the Sellers receivables in the Accounts between Transferred Receivables and other receivables outstanding in the Servicer agree that, after Accounts on a basis reasonably intended to approximate the occurrence of such event, payments on each Account with respect actual portions allocable to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account Transferred Receivables and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplementother receivables respectively. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to Buyer, or that would have been conveyed to Buyer but for the Trust above described inability to transfer such Receivables, shall continue to be a part of the Trust held by Buyer notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementBuyer.

Account Allocations. In the event that any of the Sellers Issuing Entity is unable for any reason to transfer designate Asset Pool One Receivables to the Trust for inclusion in Asset Pool One in accordance with the provisions of this Agreement, Asset Pool One Supplement (including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers Issuing Entity and the Servicer agree (except as prohibited by any such order) to allocate and pay to the TrustAsset Pool One, after the date of such inability, all Collections, including Collections of Principal Receivables transferred to the Trust and Finance Charge Receivables designated for inclusion in Asset Pool One prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Finance Charge Receivables but for such Sellerthe Issuing Entity’s inability to transfer designate such Asset Pool One Receivables (up to the lesser of the amount of such insufficiency or an aggregate amount equal to the amount of Principal Receivables and Finance Charge Receivables in Asset Pool One on such date transferred to Asset Pool One by the Trust by such Seller in the Trust on such dateIssuing Entity), (b) the Sellers Issuing Entity and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV the terms hereof and the terms of each Indenture Supplement and (c) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and Finance Charge Receivables (and all amounts which would have constituted Principal Receivables and Finance Charge Receivables but for such Sellerthe Issuing Entity’s inability to transfer designate Asset Pool One Receivables to the Trust for inclusion in Asset Pool One) which are written charged off as uncollectible in accordance with this Agreement Asset Pool One Supplement shall continue to be allocated in accordance with Article IV and the terms hereof and each Indenture Supplement and all amounts that would have constituted Principal Receivables but for the Issuing Entity’s inability to designate Asset Pool One Receivables for inclusion in Asset Pool One shall be deemed to be Principal Receivables for the purpose of each Supplementcalculating the applicable Noteholder Percentage with respect to Principal Receivables with respect to any Series, Class or Tranche secured by the Asset Pool One Receivables. For the purpose of the immediately preceding sentence, the Sellers Issuing Entity and the Servicer shall treat the first received Collections with respect to the Asset Pool One Accounts as allocable to the Trust Asset Pool One until the Trust Asset Pool One shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust Asset Pool One as of the date of the occurrence of such event. If any of the Sellers or Issuing Entity and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Issuing Entity and the Servicer agree that, after the occurrence of such event, payments on each Asset Pool One Account with respect to the principal balance of such Asset Pool One Account shall be allocated first to the oldest principal balance of such Asset Pool One Account and shall have such payments applied as Collections in accordance with Article IV and the terms of hereof and each Indenture Supplement. The parties hereto agree that Asset Pool One Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to Asset Pool One, or that would have been conveyed to Asset Pool One but for the Trust above described inability to designate such Asset Pool One Receivables, shall continue to be a part of the Trust Asset Pool One notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Asset Pool One and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of hereof and each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.1(a) or 9.1(b) or by an order by any federal or state governmental agency having regulatory authority over the Seller or any order court of competent jurisdiction that the Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Seller agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such the Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Seller agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Seller’s inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Seller’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor/Purchaser Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor/Purchaser Interest thereunder. If any of the Sellers or the Servicer Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatSeller agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Issuer in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 7.01 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the TrustIssuer, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust Issuer prior to the occurrence of such event, and all amounts which would have constituted Collections but for such SellerTransferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust Issuer by such Seller in the Trust Transferor on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV of this Agreement and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such SellerTransferor’s inability to transfer Receivables to the Trust Issuer which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV of this Agreement and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust Issuer until the Trust Issuer shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in held by the Trust Issuer as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV of this Agreement and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust Issuer shall continue to be a part of belong to the Trust Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV of this Agreement and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Issuer in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 6.1(a) or 6.1(b) or by an order by any federal or state governmental agency having regulatory authority over the Transferor or any order court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Issuer) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustIssuer, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust Issuer on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and VIII of the terms of each Supplement Indenture; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which Issuer) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor’s inability to transfer Receivables to the Issuer shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated any Series and paid Collections in an amount equal to (ii) the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventCollateral Amount thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and VIII of the terms of each SupplementIndenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust Issuer, or that would have been conveyed to the Issuer but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and VIII of the terms of each SupplementIndenture.

Account Allocations. In the event that any of the Sellers If Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 9.2 or an order by any Federal governmental agency having regulatory authority over Transferor or any order court of competent jurisdiction that Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, : (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections with respect to Principal Receivables, all Discount Option Receivables Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and all Discount Option Receivables Collections but for such Seller’s Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables Amount in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (b) aboveB), Principal Receivables and Discount Option Receivables (and all amounts which would have constituted Principal Receivables or Discount Option Receivables, as the case may be, but for such Seller’s Transferor's inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of each Supplement. For case may be, but for Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables or Discount Option Receivables, as the case may be, for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventany Series. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers If Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 SECTION 6.1 or an order by any Federal governmental agency having regulatory authority over Transferor or any order court of competent jurisdiction that Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, : (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections with respect to Principal Receivables, all Discount Option Receivables Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and all Discount Option Receivables Collections but for such Seller’s Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables Amount in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and VIII of the terms of each Supplement Indenture; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses CLAUSES (aA) and (b) aboveB), Principal Receivables and Discount Option Receivables (and all amounts which would have constituted Principal Receivables or Discount Option Receivables, as the case may be, but for such Seller’s Transferor's inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of each Supplement. For case may be, but for Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables or Discount Option Receivables, as the case may be, for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Allocation Percentage with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventany Series. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and VIII of the terms of each SupplementIndenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and VIII of the terms of each SupplementIndenture.

Account Allocations. (i) In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Trustee in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or an order by any order federal governmental agency having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trustee) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustTrustee, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the total amount owing by such Obligor on such Account after such event, and the portion allocable to any Principal Receivables retained in the Trust shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust Trustee shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust Issuing Entity in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 9.01 or any order of any Governmental Authority (a “Transfer Restriction Event”)), then, in any such event, (a) the Sellers Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the TrustIssuing Entity, after the date of such inability, all Collections, including Collections of Principal Receivables and Finance Charge Receivables transferred to the Trust Issuing Entity prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Finance Charge Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to the lesser of the amount of such insufficiency or an aggregate amount equal to the amount of Principal Receivables and Finance Charge Receivables in the Issuing Entity on such date transferred to the Trust Issuing Entity by such Seller in the Trust on such dateTransferor), (b) the Sellers Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Indenture Supplement and (c) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and Finance Charge Receivables (and all amounts which would have constituted Principal Receivables and Finance Charge Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust Issuing Entity) which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each SupplementIndenture Supplement and all amounts that would have constituted Principal Receivables but for the Transferor’s inability to transfer Receivables to the Issuing Entity shall be deemed to be Principal Receivables for the purpose of calculating the applicable Noteholder Percentage with respect to Principal Receivables with respect to any Series, Class or Tranche of Notes secured by the Receivables. For the purpose of the immediately preceding sentence, the Sellers Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust Issuing Entity until the Trust Issuing Entity shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust Issuing Entity as of the date of the occurrence of such event. If any of the Sellers or Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust Issuing Entity, or that would have been conveyed to the Issuing Entity but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust Issuing Entity notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust Issuing Entity and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for ------------------- any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or any a binding order of any Governmental Authority (a “Transfer Restriction Event”Authority), then, in any such event, (aA) the Sellers and the Servicer agree Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Principal Receivables and Discount Option Receivables transferred to the Trust prior to the occurrence of such event, event and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for such Seller’s the Transferor's inability to transfer such Receivables to the Trust (up to an aggregate amount equal to the amount of Aggregate Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables in the Trust on as of such date), (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, all Collections of Principal Receivables and Discount Option Receivables and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement and the Account Guidelines shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for the terms Transferor's inability to transfer Receivables to the Trust shall be deemed to be Collections of each Supplement. For Principal Receivables for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections Invested Percentage with respect to any Series and the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Invested Percentage. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections amounts as described above, the Sellers and the Servicer agree that, after the occurrence of such event, Transferor agrees (except as prohibited by law) to allocate payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of Receivable in such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables or Discount Option Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the Transferor's inability to transfer Receivables to the Trust, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”)Event occurs with respect to a Transferor, then, in any (i) such event, (a) the Sellers Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such SellerTransferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (bii) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV Eight of the Master Indenture and the terms of each Indenture Supplement and (ciii) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (ai) and (bii) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such SellerTransferor’s inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV Eight of the Master Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV Eight of the Master Indenture and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV Eight of the Master Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers If Transferor is unable for any reason to transfer Transferred Receivables to the Trust Buyer in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 5.1 or any an order of by any Governmental Authority (a “Transfer Restriction Event”), that Transferor not transfer any additional Principal Receivables to Buyer) then, in any such event, : (ai) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustBuyer, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such SellerTransferor’s inability to transfer such Transferred Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust held by such Seller in the Trust Buyer on such datedate of inability), ; (bii) the Sellers and the Servicer agree Transferor agrees that such amounts will shall be applied as deemed Collections in accordance with Article IV and the terms of each Supplement Transferred Receivables; and (ciii) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (ai) and (b) aboveii), Principal Receivables (and all amounts which would have constituted Principal Receivables Receivables, but for such SellerTransferor’s inability to transfer Transferred Receivables to the Trust which Buyer) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the Servicing Agreement, and the terms of each Supplement. For all amounts that would have constituted Principal Receivables, but for Transferor’s inability to transfer Transferred Receivables to Buyer shall be deemed to be Principal Receivables for the purpose of all calculations under the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventRelated Documents. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Transferor agrees that it shall allocate collections, charge-offs and other incidents of the Sellers receivables in the Accounts between Transferred Receivables and other receivables outstanding in the Servicer agree that, after Accounts on a basis reasonably intended to approximate the occurrence of such event, payments on each Account with respect actual portions allocable to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account Transferred Receivables and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplementother receivables respectively. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to Buyer, or that would have been conveyed to Buyer but for the Trust above described inability to transfer such Receivables, shall continue to be a part of the Trust held by Buyer notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementBuyer.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 6.01 or any order of any Governmental Authority (a “Transfer Restriction Event”"TRANSFER RESTRICTION EVENT"), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.balance

Account Allocations. In the event that any of the Sellers is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”)Event occurs with respect to a Transferor, then, in any (i) such event, (a) the Sellers Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller Transferor in the Trust on such date), (bii) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV Eight of the Master Indenture and the terms of each Indenture Supplement and (ciii) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (ai) and (bii) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV Eight of the Master Indenture and the terms of each Indenture Supplement. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV Eight of the Master Indenture and the terms of each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV Eight of the Master Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 9.1 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Sellerthe Transferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller the Transferor in the Trust on such date), (b) the Sellers Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers Seller is ------------------- unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 of the Agreement or any order of any Governmental Authority (a “Transfer Restriction Event”), having regulatory authority over the Seller or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree Seller agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of with respect to Finance Charge Receivables, with respect to Principal Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections, including Collections with respect to Finance Charge Receivables, with respect to such Receivables which would have been Principal Receivables but for such the Seller’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (bB) the Sellers and the Servicer agree that Seller agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Seller’s 's inability to transfer Receivables to the Trust Trust) which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV the related Supplement and all amounts which would have constituted Principal Receivables but for the terms Seller's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for purposes of each Supplementcalculating the applicable Invested Percentage thereunder. For the purpose of the immediately preceding sentencesentence of this subsection 2.08(f), the Sellers and the Servicer Seller shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or any an order of by any Governmental Authority (a “Transfer Restriction Event”), or any court of competent jurisdiction that the Transferor not transfer any additional Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventReceivables, and all amounts which would have constituted Collections with respect to Receivables but for such Seller’s the Transferor's inability to transfer Receivables such Receivables; (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Collections are allocated and applied in accordance with clauses (A) and (B) above, Receivables (and all amounts which would have constituted Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement the applicable Credit and Collection Policy shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Receivables but for the terms of each Supplement. For Transferor's inability to transfer Receivables to the Trust shall be deemed to be Receiv- ablex xxx the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated Aggregate Investor Percentage thereunder and paid Collections in an amount equal to the aggregate amount of (iii) Principal Receivables in the Trust as of the date of the occurrence of such eventand Finance Charge Receivables. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or any a binding order of any Governmental Authority (a “Transfer Restriction Event”Authority), then, in any such event, (aA) the Sellers and the Servicer agree Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Principal Receivables and Discount Option Receivables transferred to the Trust prior to the occurrence of such event, event and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for such Seller’s the Transferor's inability to transfer such Receivables to the Trust (up to an aggregate amount equal to the amount of Aggregate Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables in the Trust on as of such date), (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, all Collections of Principal Receivables and Discount Option Receivables and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which are written charged off as uncollectible in accordance with this Agreement and the Account Guidelines shall continue to be allocated in accordance with Article IV and all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for the terms Transferor's inability to transfer Receivables to the Trust shall be deemed to be Collections of each Supplement. For Principal Receivables for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections Invested Percentage with respect to any Series and the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Invested Percentage. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections amounts as described above, the Sellers and the Servicer agree that, after the occurrence of such event, Transferor agrees (except as prohibited by law) to allocate payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of Receivable in such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables or Discount Option Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the Transferor's inability to transfer Receivables to the Trust, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers such Seller and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all CollectionsCollections of Receivables transferred to the Trust by such Seller, including Collections of Receivables transferred to the Trust by such Seller prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s 's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers such Seller and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s 's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers such Seller and the Servicer shall treat the first received Collections with respect to the Accounts owned by such Seller as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust such Accounts as of the date of the occurrence of such event. If any of the Sellers such Seller or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Seller and the Servicer agree that, after the occurrence of such event, payments on each Account owned by such Seller with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers (i) If Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 9.2 or an order by any Federal governmental agency having regulatory authority over Transferor or any order court of competent jurisdiction that Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, : (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections with respect to Principal Receivables, all Discount Option Receivables Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and all Discount Option Receivables Collections but for such Seller’s Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables Amount in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (b) aboveB), Principal Receivables and Discount Option Receivables (and all amounts which would have constituted Principal Receivables or Discount Option Receivables, as the case may be, but for such Seller’s Transferor's inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of each Supplement. For case may be, but for Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables or Discount Option Receivables, as the case may be, for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV IV. (ii) If Transferor accepts reassignment of an Ineligible Receivable pursuant to subsection 2.4(d), then, in any such event, Transferor agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables retained by the Trust. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to Transferor or to the Receivables of such Obligor retained in the Trust, then Transferor agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and the terms total amount owing by such Obligor on any Ineligible Receivables reassigned to Transferor, and the portion allocable to any Principal Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of each Supplement.Article IV. (e)

Account Allocations. In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 9.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”")), then, in any such event, (a) the Sellers such Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Principal Receivables and Finance Charge Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and Finance Charge Receivables but for such Seller’s Transferor's inability to transfer such Receivables (up to the lesser of the amount of such insufficiency or an aggregate amount equal to the amount of Principal Receivables and Finance Charge Receivables in the Trust on such date transferred to the Trust by such Seller in the Trust on such dateTransferor), (b) the Sellers such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV the terms of the applicable Asset Pool Supplement and the terms of each Indenture Supplement and (c) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and Finance Charge Receivables (and all amounts which would have constituted Principal Receivables and Finance Charge Receivables but for such Seller’s Transferor's inability to transfer Receivables to the Trust Trust) which are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of the applicable Asset Pool Supplement and each SupplementIndenture Supplement and all amounts that would have constituted Principal Receivables but for such Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating the applicable Noteholder Percentage with respect to Principal Receivables with respect to any Series, Class or Tranche secured by the Receivables designated for inclusion in any Asset Pool. For the purpose of the immediately preceding sentence, the Sellers such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or such Transferor and the Servicer is are unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of the applicable Asset Pool Supplement and each Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of the applicable Asset Pool Supplement and each Indenture Supplement.

Account Allocations. In (i) in the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or an order by any federal governmental agency having regulatory authority over the Transferor or any order court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (I) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (II) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and that Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Depositor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any binding order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers Depositor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s the Depositor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers Depositor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s the Depositor's inability to transfer Receivables to the Trust and Principal Receivables and all amounts which would have constituted Principal Receivables as aforesaid that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers Depositor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust such Account as of the date of the occurrence of such event. If any of the Sellers Depositor or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers Depositor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. In the event that any of the Sellers is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) the Sellers and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s 's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s 's inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

Account Allocations. (i) In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or any an order of by any Governmental Authority (a “Transfer Restriction Event”), having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the aggregate amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (x) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (y) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.1(a) or 9.1(b) or by an order by any federal or state governmental agency having regulatory authority over the Seller or any order court of competent jurisdiction that the Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Seller agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such the Seller’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Seller agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Seller’s 's inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Seller's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor/Purchaser Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor/Purchaser Interest thereunder. If any of the Sellers or the Servicer Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatSeller agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers If Transferor is unable for any reason to transfer Receivables to the Trust Issuer in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 4.1 or an order by any Federal governmental agency having regulatory authority over Transferor or any order court of competent jurisdiction that Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Issuer) then, in any such event, : (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the TrustIssuer, after the date of such inability, all Collections with respect to Principal Receivables, all Discount Option Receivables Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and all Discount Option Receivables Collections but for such SellerTransferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables Amount in the Trust Issuer on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and VIII of the terms of each Supplement Indenture; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (b) aboveB), Principal Receivables and Discount Option Receivables (and all amounts which would have constituted Principal Receivables or Discount Option Receivables, as the case may be, but for such SellerTransferor’s inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV VIII of the Indenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of each Supplement. For case may be, but for Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables or Discount Option Receivables, as the case may be, for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Allocation Percentage with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventany Series. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and VIII of the terms of each SupplementIndenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to Issuer, or that would have been conveyed to Issuer but for the Trust above described inability to transfer such Receivables, shall continue to be a part property of the Trust Issuer notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Issuer, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and VIII of the terms of each SupplementIndenture.

Account Allocations. (i) In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 or any an order of by any Governmental Authority (a “Transfer Restriction Event”), having regulatory authority over the Transferor or any court of competent jurisdiction that the Transferor not transfer any additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Sellerthe Transferor’s inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Principal Receivables but for the terms of each Supplement. For Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. (i) In the event that any of the Sellers Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or an order by any ----------- federal or state governmental agency having regulatory authority over the Seller or any order court of competent jurisdiction that the Seller not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Seller agrees to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred with respect to the Trust prior to the occurrence of such eventPrincipal Receivables, and all amounts which would have constituted Collections with respect to Principal Receivables but for such the Seller’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Aggregate Principal Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Seller agrees to have such amounts will be applied as Collections in accordance with Article IV IV; and the terms of each Supplement and ---------- (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses (aA) and (bB) above, Principal Receivables (and all amounts ----------- --- which would have constituted Principal Receivables but for such the Seller’s 's inability to transfer Receivables to the Trust Trust) which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all ---------- amounts which would have constituted Principal Receivables but for the terms of each Supplement. For Seller's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree Seller agrees that, solely for purposes of payments under this Agreement, it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account (it being understood that the foregoing allocation does not affect, with respect to any Obligor, the priority of application of cardholder payments provided for in the related Credit Card Agreement(s)) and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementIV. The parties hereto agree ---------- that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust, or which would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.IV. ----------

Account Allocations. (i) In the event that any of the Sellers Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement (including, including without limitation, by reason of the application of the provisions of Section 9.02 9.2 or an order by any federal governmental agency having regulatory authority over the Transferor or any order court of competent jurisdiction that the Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Receivables to the Trust) then, in any such event, (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Principal Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Principal Collections but for such Seller’s the Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Collections are allocated and applied in accordance with clauses (A) and (B) above, Receivables (and all amounts which would have constituted Receivables but for such Seller’s the Transferor's inability to transfer Receivables to the Trust which Trust) that are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV IV, and all amounts that would have constituted Receivables but for the terms of each Supplement. For Transferor's inability to transfer Receivables to the Trust shall be deemed to be Receivables for the purpose of calculating (i) the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to any Series and (ii) the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of Receivables in such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementIV.

Account Allocations. In the event that any of the Sellers If Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, Agreement (including by reason of the application of the provisions of Section 9.02 SECTION 9.2 or an order by any Federal governmental agency 30 having regulatory authority over Transferor or any order court of competent jurisdiction that Transferor not transfer any Governmental Authority (a “Transfer Restriction Event”), additional Principal Receivables to the Trust) then, in any such event, : (aA) the Sellers and the Servicer agree (except as prohibited by any such order) Transferor agrees to allocate and pay to the Trust, after the date of such inability, all Collections with respect to Principal Receivables, all Discount Option Receivables Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Principal Receivables and all Discount Option Receivables Collections but for such Seller’s Transferor's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables transferred to and the Trust by such Seller Discount Option Receivables Amount in the Trust on such date), ; (bB) the Sellers and the Servicer agree that Transferor agrees to have such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement ARTICLE IV; and (cC) for only so long as the allocation and application of all Collections and all amounts that which would have constituted Collections are made allocated and applied in accordance with clauses CLAUSES (aA) and (b) aboveB), Principal Receivables and Discount Option Receivables (and all amounts which would have constituted Principal Receivables or Discount Option Receivables, as the case may be, but for such Seller’s Transferor's inability to transfer Receivables to the Trust which Trust) that are written charged off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV ARTICLE IV, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of each Supplement. For case may be, but for Transferor's inability to transfer Receivables to the Trust shall be deemed to be Principal Receivables or Discount Option Receivables, as the case may be, for the purpose of calculating the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections applicable Investor Percentage with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such eventany Series. If any of the Sellers or the Servicer Transferor is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Sellers and the Servicer agree thatTransferor agrees that it shall in any such event allocate, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall to have such payments applied as Collections in accordance with Article IV and the terms of each SupplementARTICLE IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which that have been conveyed to the Trust, or that would have been conveyed to the Trust but for the above described inability to transfer such Receivables, shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each SupplementARTICLE IV.