Common use of Acceptance of Appointment and Other Matters Relating to the Master Servicer Clause in Contracts

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) In connection with and in consideration for the conveyance of the Receivables to the Trust by the Sellers, and the issuance of the Seller Certificate to the Sellers, Discover Bank on behalf of the Holder of the Seller Certificate and the Trustee agree to cause Discover Bank to act as Master Servicer under this Agreement and Discover Bank agrees to act as Master Servicer under this Agreement. (b) Subject to Section 10.01, the Master Servicer is hereby authorized and empowered (i) unless such power and authority is revoked by the Trustee, to instruct the Trustee to make withdrawals and payments from the Investor Accounts in accordance with the instructions set forth in this Agreement and in the Series Supplements, (ii) to make drawings on any Credit Enhancement as set forth in the Series Supplements, (iii) to make any filings or registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any securities authority of any jurisdiction on behalf of the Trust as may be necessary or advisable to comply with the securities or reporting requirements laws of the United States or any state or other jurisdiction and (iv) to take any other action and exercise any other power permitted to be taken or exercised by the Master Servicer pursuant to the terms of this Agreement or any Series Supplement. The Trustee agrees that it shall promptly follow the written instructions of the Master Servicer to withdraw funds from the Investor Accounts and make drawings under any Credit Enhancement as required by this Agreement or any applicable Series Supplement. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate under the laws of any jurisdiction with authority over the Receivables to enable the Master Servicer to carry out its servicing and administrative duties hereunder. (c) In the event that any Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.01 or any governmental agency having regulatory authority over any Seller or any court of competent jurisdiction ordering that any Seller not convey any additional Principal Receivables to the Trust) then, in any such event, the Master Servicer agrees to allocate, after the date of such inability, all Collections with respect to Principal Receivables, and all amounts that would have constituted Collections with respect to Receivables that would have been Principal Receivables but for such Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of the Principal Receivables in the Trust as of such date that were transferred to the Trust by such Seller) in accordance with Section 2.09(c) and to apply such amounts as Collections in accordance with Section 4.03; provided, however, that if the Master Servicer is unable pursuant to any Requirement of Law or otherwise to allocate payments on the Accounts as described above, the Master Servicer agrees that it shall, in any such event, after such date allocate payments on the Accounts with respect to the principal balance of such Accounts first to the oldest principal balance of such Accounts. (d) The Master Servicer agrees that upon a request by the Sellers or the Trustee it will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Class of any Series on any specified securities exchange. If any such request is made, the Master Servicer shall give notice to the Sellers and the Trustee of the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice by the Master Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Master Servicer, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence.

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) In connection with and in consideration for the conveyance of the Receivables to the Trust by the SellersTransferor, and the issuance of the Seller Transferor Certificate to the SellersTransferor, Discover Bank on behalf of Funding as the Holder of the Seller Transferor Certificate and the Trustee agree to cause Discover Bank to act as Master Servicer under this Agreement and Discover Bank agrees to act as Master Servicer under this Agreement. (b) Subject to Section 10.01, the Master Servicer is hereby authorized and empowered (i) unless such power and authority is revoked by the Trustee, to instruct the Trustee to make withdrawals and payments from the Investor Accounts in accordance with the instructions set forth in this Agreement and in the Series Supplements, (ii) to make drawings on any Credit Enhancement as set forth in the Series Supplements, (iii) to make any filings or registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any securities authority of any jurisdiction on behalf of the Trust as may be necessary or advisable to comply with the securities or reporting requirements laws of the United States or any state or other jurisdiction and (iv) to take any other action and exercise any other power permitted to be taken or exercised by the Master Servicer pursuant to the terms of this Agreement or any Series Supplement. The Trustee agrees that it shall promptly follow the written instructions of the Master Servicer to withdraw funds from the Investor Accounts and make drawings under any Credit Enhancement as required by this Agreement or any applicable Series Supplement. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate under the laws of any jurisdiction with authority over the Receivables (or receivables in Charged-Off Accounts) to enable the Master Servicer to carry out its servicing and administrative duties hereunder. (c) In the event that any Seller the Transferor is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.01 or any governmental agency having regulatory authority over any Seller the Transferor or any court of competent jurisdiction ordering that any Seller the Transferor not convey any additional Principal Receivables to the Trust) then, in any such event, the Master Servicer agrees to allocate, after the date of such inability, all Collections with respect to Principal Receivables, and all amounts that would have constituted Collections with respect to Receivables that would have been Principal Receivables but for such Sellerthe Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of the Principal Receivables in the Trust as of such date that were transferred to the Trust by such Sellerthe Transferor) in accordance with Section 2.09(c) and to apply such amounts as Collections in accordance with Section 4.03; provided, however, that if the Master Servicer is unable pursuant to any Requirement of Law or otherwise to allocate payments on the Accounts as described above, the Master Servicer agrees that it shall, in any such event, after such date allocate payments on the Accounts with respect to the principal balance of such Accounts first to the oldest principal balance of such Accounts. (d) The Master Servicer agrees that upon a request by the Sellers Transferor or the Trustee it will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Class of any Series on any specified securities exchange. If any such request is made, the Master Servicer shall give notice to the Sellers Transferor and the Trustee of the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice by the Master Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Master Servicer, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence.

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) In connection with and in consideration for the conveyance of the Receivables to the Trust by the Sellers, and the issuance of the Seller Certificate to the Sellers, Discover Bank on behalf of the Holder of the Seller Certificate and the Trustee agree to cause Discover Bank to act as Master Servicer under this Agreement and Discover Bank DNB agrees to act as the Master Servicer under this Agreement. The Investor Certificateholders of each Series by their acceptance of the related Certificates consent to DNB's acting as Master Servicer. (b) Subject The Master Servicer shall service and administer the Receivables and shall collect payments due under the Receivables in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Credit Card Guidelines and shall have full power and authority acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Master Servicer is hereby authorized and empowered (i) to direct the Trustee to make withdrawals from any Investor Account or Series Account to the extent and as set forth in this Agreement and the applicable Supplement, (ii) unless such power and authority is revoked by the TrusteeTrustee due to the existence of a Master Servicer Default pursuant to Section 10.01, to instruct the Trustee to make withdrawals and payments payments, from the Investor Accounts Finance Charge Account, the Principal Account and any Series Account, in accordance with the such instructions as set forth in this Agreement and in the Series SupplementsAgreement, (iiiii) unless such power and authority is revoked by the Trustee due to make drawings on any Credit Enhancement the existence of a Master Servicer Default pursuant to Section 10.01, to instruct the Trustee in writing, as set forth in the Series Supplementsthis Agreement, (iiiiv) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the Delinquency of any Receivable and to the extent permitted under and in compliance with applicable law and regulations, to commence enforcement proceedings with respect to such Receivables and (v) to make any filings or filings, reports, notices, applications, registrations with, and to seek any consents or authorizations from, from the Securities and Exchange Commission and any state securities authority of any jurisdiction on behalf of the Trust as may be necessary or advisable to comply with the any federal or state securities or reporting requirements laws of the United States or any state or other jurisdiction and (iv) to take any other action and exercise any other power permitted to be taken or exercised by the Master Servicer pursuant to the terms of this Agreement or any Series Supplementrequirements. The Trustee agrees that it shall promptly follow the written instructions of the Master Servicer to withdraw funds from the Investor Accounts Principal Account, the Finance Charge Account or any Series Account and make drawings to take any action required under any Credit Enhancement at such time as required by under this Agreement or any applicable Series SupplementAgreement. The Trustee shall furnish execute at the Master Servicer with any powers of attorney Servicer's written request such documents prepared by the Transferor and other documents acceptable to the Trustee as may be necessary or appropriate under the laws of any jurisdiction with authority over the Receivables to enable the Master Servicer to carry out its servicing and administrative duties hereunder. (c) In If the event that any Seller Transferor, DNB or Mercantile is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.01 9.02 or the order of any federal governmental agency having regulatory authority over any Seller the Transferor, DNB or Mercantile or any court of competent jurisdiction ordering that any Seller the Transferor, DNB or Mercantile not convey transfer any additional Principal Receivables to the Trust) then, in any such event), the Master Servicer agrees to allocate, after the date of such inability, shall make all Collections with respect to Principal Receivables, and all amounts that would have constituted Collections with respect to Receivables that would have been Principal Receivables but for such Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of the Principal Receivables in the Trust allocations as of such date that were transferred to the Trust required by such SellerSection 2.05(d) in accordance with Section 2.09(c) and to apply such amounts as Collections in accordance with Section 4.03; provided, however, that if the Master Servicer is unable pursuant to any Requirement of Law or otherwise to allocate payments on the Accounts as described above, the Master Servicer agrees that it shall, in any such event, after such date allocate payments on the Accounts with respect to the principal balance of such Accounts first to the oldest principal balance of such Accountshereof. (d) The Master Servicer agrees that upon a request by shall not be obligated to use servicing procedures, offices, employees or accounts for servicing the Sellers or Receivables separate from the Trustee it will use its best efforts to obtain procedures, offices, employees and maintain the listing of the Investor Certificates of any Class of any Series on any specified securities exchange. If any such request is made, the Master Servicer shall give notice to the Sellers and the Trustee of the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice accounts used by the Master Servicer in connection with servicing other credit card receivables. (e) The Master Servicer shall maintain fidelity bond coverage insuring against losses through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering such actions and in such amounts as the Master Servicer believes to be reasonable from time to time. (f) The relationship of the Master Servicer (and of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or successor to the Master Servicer, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject Servicer as servicer under this Agreement) to the notice requirements set forth in Trustee under this Agreement is intended by the preceding sentenceparties to be that of an independent contractor and not that of a joint venturer, partner or agent of the Trustee.

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) In connection with PFSC agrees to act as the Initial Master Servicer under this Agreement (subject to Article X) and in consideration for shall act and be appointed as such under the conveyance Supplement without any further action hereunder or thereunder (subject to Article X). The Series 2010-1 Noteholders, by their acceptance of the Receivables Series 2010-1 Notes, consent to the Trust by the Sellers, and the issuance of the Seller Certificate to the Sellers, Discover Bank on behalf of the Holder of the Seller Certificate and the Trustee agree to cause Discover Bank to act PFSC so acting as Master Servicer under this Agreement and Discover Bank agrees the Supplement. (b) Each of the Trustee and the Issuer hereby appoints as its agent, for the benefit of the Series 2010-1 Noteholders, separately, the Person appointed by the Trustee, at the direction of the Control Party, or, in accordance with Section 3.01(a), deemed appointed to act as Master Servicer with respect to the Supplement (subject to Article X) to enforce the Trustee’s and the Issuer’s respective rights and interests in, to and under this Agreementthe Receivables and the other Series Trust Assets; and, in connection therewith, the Master Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable Requirements of Law, with reasonable care and diligence, and in accordance with the Credit Policy Manual. The Master Servicer shall exercise the same care and apply the same policies with respect to the collection, administration and servicing of the Receivables and other Trust Assets that it would exercise and apply if it owned such Receivables and other Trust Assets. (bc) Subject The Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable, subject to the limitations set forth herein and in the Supplement. Without limiting the generality of the foregoing and subject to Section 10.01, the Master Servicer or its designee is hereby authorized and empowered empowered, and except in the case of clause (vi) below, shall be obligated, to (i) unless such power subject to the last sentence of Section 3.05(a) and authority is revoked by the Trusteeterms of the Supplement, to withdraw, or instruct the Collateral Trustee in writing to make withdrawals and payments withdraw, from the Investor Accounts Issuer Split Payment Account, the amounts owing to the applicable Claimants and Individual Annuity Sellers in respect of Split Payments, on the Series Receivables, and, in accordance with Section 4.02(a), to remit or cause the Collateral Trustee to remit such amounts to such Claimants and Individual Annuity Sellers, such instructions to also be set forth in this Agreement the Daily Reports to be delivered to the Trustee and the Collateral Trustee in the Series Supplementsaccordance with Section 3.05(a), (ii) to make drawings on any Credit Enhancement as set forth subject to, and in accordance with, the terms of the Supplement, administer the Series SupplementsAccounts, and (iii) to make subcontract at the Master Servicer’s expense with any filings other Person, with the prior consent of the Control Party, for servicing, administering or registrations withcollecting, and seek any consents in whole or authorizations fromin part, the Securities Receivables whereupon such other Person with which the Master Servicer so subcontracts shall be entitled such rights and Exchange Commission and any securities authority of any jurisdiction on behalf powers of the Trust Master Servicer hereunder as may be necessary or advisable delegated to comply with it; provided, however, that the securities or reporting requirements laws Master Servicer shall remain fully liable for the performance of the United States or any state or other jurisdiction duties and (iv) to take any other action and exercise any other power permitted to be taken or exercised by obligations of the Master Servicer pursuant to the terms of this Agreement or any Series Supplement. The Trustee agrees that it shall promptly follow the written instructions of the Master Servicer to withdraw funds from the Investor Accounts and make drawings under any Credit Enhancement as required by this Agreement or any applicable Series Supplementhereof. The Trustee shall furnish execute any documents furnished by the Master Servicer with any powers of attorney and other documents which are necessary or appropriate under the laws of any jurisdiction with authority over the Receivables to enable the Master Servicer to carry out its servicing and administrative duties hereunder. (c) In the event that any Seller is unable for any reason to transfer Receivables hereunder and which are acceptable in form and substance to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.01 or any governmental agency having regulatory authority over any Seller or any court of competent jurisdiction ordering that any Seller not convey any additional Principal Receivables to the Trust) then, in any such event, the Master Servicer agrees to allocate, after the date of such inability, all Collections with respect to Principal Receivables, and all amounts that would have constituted Collections with respect to Receivables that would have been Principal Receivables but for such Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of the Principal Receivables in the Trust as of such date that were transferred to the Trust by such Seller) in accordance with Section 2.09(c) and to apply such amounts as Collections in accordance with Section 4.03; provided, however, that if the Master Servicer is unable pursuant to any Requirement of Law or otherwise to allocate payments on the Accounts as described above, the Master Servicer agrees that it shall, in any such event, after such date allocate payments on the Accounts with respect to the principal balance of such Accounts first to the oldest principal balance of such AccountsTrustee. (d) The No Master Servicer agrees that upon a request by shall extend the Sellers maturity, adjust the Discounted Receivables Balance, or otherwise modify the Trustee it will use its best efforts to obtain and maintain the listing of the Investor Certificates terms of any Class Receivable, except (i) as permitted pursuant to Section 2.06(f), (ii) as permitted pursuant to the Supplement and (iii) unless otherwise provided in the Supplement, to the extent no Servicer Default, Event of Default or Series Event of Default with respect to any affected Series on any specified securities exchange. If any such request has occurred and is madeoutstanding, the Master Servicer shall give notice be permitted to adjust the Sellers Discounted Receivables Balance of, or extend the time of payment for, any Defaulted Receivable, all as it may deem appropriate to maximize the Collections thereon and all in accordance with its ordinary business practices; provided, that except as otherwise provided herein, such Receivable shall remain a Defaulted Receivable hereunder notwithstanding such adjustments or modifications unless and until the Trustee of the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice by the Master Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Master Servicer, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentencesame shall be Rehabilitated.

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) In connection with and in consideration for the conveyance of the Receivables to the Trust by the Sellers, and the issuance of the Seller Certificate to the Sellers, Discover Bank on behalf of the Holder of the Seller Certificate and the Trustee agree to cause Discover Bank The Transferor hereby appoints AFC as Master Servicer. AFC agrees to act as the Master Servicer under this Agreement and Discover Bank agrees the Certificateholders by their acceptance of Certificates consent to act AFC acting as Master Servicer under this AgreementServicer. (b) Subject The Master Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing business revolving credit card receivables comparable to the Receivables and in accordance with the Credit Card Guidelines. The Master Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, subject to Section 10.0110.01 and provided AFC is the Master Servicer, the Master Servicer or its designee (rather than the Trustee) is hereby authorized and empowered (i) unless such power to make withdrawals and authority is revoked by the Trustee, payments or to instruct the Trustee to make withdrawals and payments from the Investor Accounts in accordance with Collection Account, the instructions Excess Funding Account and any Series Account, as set forth in this Agreement or any Supplement, and in the Series Supplements, (ii) to make drawings on take any Credit Enhancement action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement. Without limiting the Series Supplementsgenerality of the foregoing and subject to Section 10.01, (iii) the Master Servicer or its designee is hereby authorized and empowered to make any filings or filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission (the "Commission") and any state securities authority of any jurisdiction on behalf of the Trust as may be necessary or advisable to comply with the any Federal or state securities laws or reporting requirements laws of the United States or any state or other jurisdiction and (iv) to take any other action and exercise any other power permitted to be taken or exercised by the Master Servicer pursuant to the terms of this Agreement or any Series Supplement. The Trustee agrees that it shall promptly follow the written instructions of the Master Servicer to withdraw funds from the Investor Accounts and make drawings under any Credit Enhancement as required by this Agreement or any applicable Series Supplementrequirements. The Trustee shall furnish the Master Servicer with any powers of attorney and or other documents necessary or appropriate under the laws of any jurisdiction with authority over the Receivables to enable the Master Servicer to carry out its servicing and administrative duties hereunder. (c) In the event that any Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.01 or any governmental agency having regulatory authority over any Seller or any court of competent jurisdiction ordering that any Seller not convey any additional Principal Receivables to the Trust) then, in any such event, the Master Servicer agrees to allocate, after the date of such inability, all Collections with respect to Principal Receivables, and all amounts that would have constituted Collections with respect to Receivables that would have been Principal Receivables but for such Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of the Principal Receivables in the Trust as of such date that were transferred to the Trust by such Seller) in accordance with Section 2.09(c) and to apply such amounts as Collections in accordance with Section 4.03; provided, however, that if the Master Servicer is unable pursuant to any Requirement of Law or otherwise to allocate payments on the Accounts as described above, the Master Servicer agrees that it shall, in any such event, after such date allocate payments on the Accounts with respect to the principal balance of such Accounts first to the oldest principal balance of such Accounts. (d) The Master Servicer agrees that upon a request by the Sellers or the Trustee it will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Class of any Series on any specified securities exchange. If any such request is made, the Master Servicer shall give notice to the Sellers and the Trustee of the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice by the Master Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Master Servicer, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence.

Acceptance of Appointment and Other Matters Relating to the Master Servicer. (a) In connection with and in consideration for the conveyance of the Receivables to the Trust by the Sellers, and the issuance of the Seller Certificate to the Sellers, Discover Bank Greenwood on behalf of the Holder of the Seller Certificate and the Trustee agree to cause Discover Bank Greenwood to act as Master Servicer under this Agreement and Discover Bank Greenwood agrees to act as Master Servicer under this Agreement. (b) Subject to Section 10.01, the Master Servicer is hereby authorized and empowered (i) unless such power and authority is revoked by the Trustee, to instruct the Trustee to make withdrawals and payments from the Investor Accounts in accordance with the instructions set forth in this Agreement and in the Series Supplements, (ii) to make drawings on any Credit Enhancement as set forth in the Series Supplements, (iii) to make any filings or registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any securities authority of any jurisdiction on behalf of the Trust as may be necessary or advisable to comply with the securities or reporting requirements laws of the United States or any state or other jurisdiction and (iv) to take any other action and exercise any other power permitted to be taken or exercised by the Master Servicer pursuant to the terms of this Agreement or any Series Supplement. The Trustee agrees that it shall promptly follow the written instructions of the Master Servicer to withdraw funds from the Investor Accounts and make drawings under any Credit Enhancement as required by this Agreement or any applicable Series Supplement. The Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate under the laws of any jurisdiction with authority over the Receivables to enable the Master Servicer to carry out its servicing and administrative duties hereunder. (c) In the event that any Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including, without limitation, by reason of the application of the provisions of Section 9.01 or any governmental agency having regulatory authority over any Seller or any court of competent jurisdiction ordering that any Seller not convey any additional Principal Receivables to the Trust) then, in any such event, the Master Servicer agrees to allocate, after the date of such inability, all Collections with respect to Principal Receivables, and all amounts that would have constituted Collections with respect to Receivables that would have been Principal Receivables but for such Seller’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of the Principal Receivables in the Trust as of such date that were transferred to the Trust by such Seller) in accordance with Section 2.09(c) and to apply such amounts as Collections in accordance with Section 4.03; provided, however, that if the Master Servicer is unable pursuant to any Requirement of Law or otherwise to allocate payments on the Accounts as described above, the Master Servicer agrees that it shall, in any such event, after such date allocate payments on the Accounts with respect to the principal balance of such Accounts first to the oldest principal balance of such Accounts. (d) The Master Servicer agrees that upon a request by the Sellers or the Trustee it will use its best efforts to obtain and maintain the listing of the Investor Certificates of any Class of any Series on any specified securities exchange. If any such request is made, the Master Servicer shall give notice to the Sellers and the Trustee of the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice by the Master Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Trustee or the Master Servicer, each in its sole discretion, may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence.