Common use of Account Allocations Clause in Contracts

Account Allocations. In the event that any 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 4.1 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) 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 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 Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with 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, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 Receivables included in the Trust as of the date of the occurrence of such event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement.

Account Allocations. In the event that any Transferor 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 4.1 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such TransferorSeller’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 TransferorSeller in the Trust on such date), (b) such Transferor the Sellers 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 TransferorSeller’s inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, such Transferor 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 included in the Trust as of the date of the occurrence of such event. If such Transferor and any of the Sellers or the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 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 4.1 9.02 or any binding order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such the 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 with respect to Receivables but for such the Transferor’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of in the Trust Assets on such date transferred to the Trust by such Transferordate), (b) such the Transferor and the Servicer agree agrees 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 the 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 the Servicing this 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, such the Transferor and the Servicer 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 included in the Trust such Accounts as of the date of the occurrence of such event. If such the Transferor and the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, such the Transferor and the Servicer agree 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trustee shall continue to be a part of the Indenture Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trustee 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 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 4.1 9.01 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) 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 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 TransferorTransferor in the Trust on such date), (b) 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 Transferor’s inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 the 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 4.1 9.1 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such the Transferor agrees 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 with respect to Receivables but for such the Transferor’s '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 the Transferor in the Trust on such Transferordate), (b) such the 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 the Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, such the 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 such the Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such the 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 Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 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 4.1 9.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) 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 Transferor’s '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 TransferorTransferor in the Trust on such date), (b) 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 Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 the 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 4.1 9.01 or any order of any Governmental Authority (a “Transfer Restriction Event”)), then, in any such event, (a) such the Transferor agrees 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 the 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 included as part of and Finance Charge Receivables in the Trust Assets on such date transferred to the Trust by such the Transferor), (b) such the Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, Asset Pool One Supplement and the Indenture and 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 the Transferor’s inability to transfer Receivables to the Trust) which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture Asset Pool One Supplement and each Indenture SupplementSupplement 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, such the 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 such the Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such the 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 the terms of this Agreementthe 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 Servicing AgreementTrust, or that would have been conveyed to the Indenture 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 the terms of the Asset Pool One Supplement and each Indenture Supplement.

Account Allocations. In the event that any Transferor the 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 4.1 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such Transferor agrees the 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 Transferorthe 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 included as part of the Trust Assets and Finance Charge Receivables in Asset Pool One on such date transferred to Asset Pool One by the Trust by such TransferorIssuing Entity), (b) such Transferor the Issuing Entity and the Servicer agree that such amounts will be applied as Collections in accordance with the terms hereof and the terms of the Servicing Agreement, the Indenture and 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 Transferorthe Issuing Entity’s inability to transfer designate Asset Pool One Receivables to the Trustfor inclusion in Asset Pool One) which are written charged off as uncollectible in accordance with the Servicing Agreement this Asset Pool One Supplement shall continue to be allocated in accordance with the terms hereof and of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementSupplement 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, such Transferor the 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 included in the Trust Asset Pool One as of the date of the occurrence of such event. If such Transferor the Issuing Entity and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor the 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 the terms hereof and of this Agreementeach 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 Servicing Agreementabove described inability to designate such Asset Pool One Receivables, shall continue to be a part of Asset Pool One notwithstanding any cessation of the Indenture transfer of additional Principal Receivables to Asset Pool One and Collections with respect thereto shall continue to be allocated and paid in accordance with the terms hereof and of each Indenture Supplement.

Account Allocations. In the event that any Transferor 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 4.1 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) such Transferor Seller agrees (except as prohibited by any such order) 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 TransferorSeller’s inability to transfer such Transferred Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of the Trust Assets held by Buyer on such date transferred to the Trust by such Transferorof inability), ; (bii) such Transferor and the Servicer agree Seller agrees that such amounts will shall be applied as deemed Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 Receivables Principal Receivables, but for such TransferorSeller’s inability to transfer Transferred Receivables to the TrustBuyer) which that are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture 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, 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 Receivables included in the Trust as of the date of the occurrence of such eventRelated Documents. If such Transferor and the Servicer are 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 receivables in the Accounts between Transferred Receivables and other receivables outstanding in the Accounts on a basis reasonably intended to approximate the actual portions allocable to Transferred Receivables and other receivables, respectively. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to Buyer, or that would have been conveyed to Buyer but for the above described inability to transfer such Transferor and Receivables, shall continue to be held by Buyer notwithstanding any cessation of the Servicer agree that, after the occurrence transfer of such event, payments on each Account with additional Principal Receivables to Buyer. With respect to the principal balance Xxxxxxxxxx Xxxx program and Originator’s program for Home Depot U.S.A., Inc. existing on the Closing Date, Seller shall allocate collections, charge-offs and other incidents of the receivables in each such Account shall be allocated first program between Transferred Receivables outstanding in that program and other receivables outstanding in that program on a basis reasonably intended to approximate the oldest principal balance of such Account actual portions allocable to Transferred Receivables and shall have such payments applied as Collections in accordance with the terms of this Agreementother receivables, the Servicing Agreement, the Indenture and each Indenture Supplementrespectively.

Account Allocations. (i) In the event that any the 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 4.1 9.02 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 Trustee) then, in any such event, (aA) such the 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 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 Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Transferor’s inability to transfer Receivables to the Trust) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Transferor’s inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms Trustee shall continue to be a part of this Agreementthe Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (ii) In the event that, pursuant to subsection 2.04(d), the Servicing AgreementTransferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Indenture 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 the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate such payments proportionately based on the total amount of Principal Receivables of such Obligor’s Account retained in the Trust and each Indenture Supplementthe total amount in that Account then owned by the 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 Article IV.

Account Allocations. (i) In the event that any the 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 4.1 9.02 or an order by any federal governmental agency having regulatory authority over the Transferor or the RPA Seller or any order 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) such the 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 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 Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Transferor’s inability to transfer Receivables to the Trust) which Trustee), that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Transferor’s inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trustee shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreementthe Trustee notwithstanding any cessation of the transfer of additional Principal Receivables to the Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (ii) In the event that, pursuant to subsection 2.04(d), the Servicing AgreementTransferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Indenture 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 the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and each Indenture Supplementthe total amount owing by such Obligor on any Ineligible Receivables reassigned to the 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 Article IV.

Account Allocations. In (i) in the event that any the 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 4.1 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) such the 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 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 Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Transferor’s 's inability to transfer Receivables to the Trust) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Transferor's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreementthe 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. (ii) In the event that, pursuant to subsection 2.4(d), the Servicing AgreementTransferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Indenture 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 the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and each Indenture Supplementthe total amount owing by such Obligor on any Ineligible Receivables reassigned to the 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 Article IV.

Account Allocations. In the event that any (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 4.1 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) 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 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 Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of and the Discount Option Receivables Amount in the Trust Assets on such date transferred date); (B) Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (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 Transferor’s 's inability to transfer Receivables to the Trust) which that are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of this Agreementcase may be, but for Transferor's inability to transfer Receivables to the Servicing AgreementTrust shall be deemed to be Principal Receivables or Discount Option Receivables, as the Indenture and each Indenture Supplement. For case may be, for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreementthe 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. (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 Servicing AgreementTrust. 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 Indenture total amount of Principal Receivables of such Obligor retained in the Trust and each Indenture Supplementthe 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 Article IV.

Account Allocations. (i) In the event that any the 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 4.1 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) such the 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 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 Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Transferor’s 's inability to transfer Receivables to the Trust) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Transferor's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreementthe 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. (ii) In the event that, pursuant to subsection 2.04(d), the Servicing AgreementTransferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Indenture 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 the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and each Indenture Supplementthe total amount owing by such Obligor on any Ineligible Receivables reassigned to the 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 Article IV.

Account Allocations. In the event that any Transferor 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 4.1 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) such Transferor RPA Seller agrees (except as prohibited by any such order) 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 TransferorRPA Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of the Trust Assets on such date transferred to the Trust by Purchaser prior to such Transferordate), ; (bii) such Transferor and the Servicer agree that RPA Seller agrees to have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 TransferorRPA Seller’s inability to transfer Receivables to the TrustPurchaser) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this AgreementTransaction Documents, and all amounts that would have constituted Principal Receivables but for RPA Seller’s inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Purchaser shall be deemed to be Principal Receivables for the purpose of calculating (A) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such Transferor and the Servicer are RPA Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, RPA Seller agrees that it shall in any such Transferor and the Servicer agree thatevent 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 the terms Transaction Documents. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables that have been conveyed to the Purchaser, or that would have been conveyed to the Servicing AgreementPurchaser but for the above described inability to transfer such Receivables, shall continue to be owned by Purchaser or its assignee notwithstanding any cessation of the Indenture transfer of additional Principal Receivables to the Purchaser and each Indenture SupplementCollections with respect thereto shall continue to be allocated and paid in accordance with the Transaction Documents.

Account Allocations. In the event that any Transferor the 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 4.1 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such Transferor agrees the 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 Transferor’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 included as part of the Trust Assets and Finance Charge Receivables in Asset Pool One on such date transferred to Asset Pool One by the Trust by such TransferorIssuer), (b) such Transferor the Issuer and the Servicer agree that such amounts will be applied as Collections in accordance with the terms hereof and the terms of the Servicing Agreement, the Indenture and 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 Transferor’s the Issuer's inability to transfer designate Asset Pool One Receivables to the Trustfor inclusion in Asset Pool One) which are written charged off as uncollectible in accordance with the Servicing Agreement this Asset Pool One Supplement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture hereof and each Indenture SupplementSupplement 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 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, such Transferor the 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 included in the Trust Asset Pool One as of the date of the occurrence of such event. If such Transferor the Issuer and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor the 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 the terms hereof and each Indenture Supplement. The parties hereto agree that Asset Pool One Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables which have been conveyed to Asset Pool One, or that would have been conveyed to Asset Pool One but for the Servicing Agreementabove described inability to designate such Asset Pool One Receivables, shall continue to be a part of Asset Pool One notwithstanding any cessation of the Indenture transfer of additional Principal Receivables to Asset Pool One and Collections with respect thereto shall continue to be allocated and paid in accordance with the terms hereof and each Indenture Supplement.

Account Allocations. (i) In the event that any Transferor the 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 4.1 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) such Transferor the 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 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 Transferor’s the Seller's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Aggregate Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Seller agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) ----------- --- above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Transferor’s the Seller's inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts which would ---------- have constituted Principal Receivables but for the terms of this Agreement, Seller's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such Transferor and the Servicer are Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Seller agrees that, solely for purposes of payments under this Agreement, it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance ---------- Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the terms 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 this Agreementthe 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. ---------- (ii) In the event that, pursuant to subsection 2.4(d), the Servicing AgreementSeller ----------------- accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) ----------------- relating to such Receivable, then, in any such event, the Indenture Seller 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 the Seller or to the Receivables of such Obligor retained in the Trust, then the Seller agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and each Indenture Supplement.the total amount owing by such Obligor on any Ineligible Receivables reassigned to the Seller, 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 Article IV. ----------

Account Allocations. In the event that any 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 4.1 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) 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 with respect to Receivables but for such Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables included as part of Trust Principal Component in the Trust Assets on such date transferred to the Trust by such Transferordate), ; (bB) such Transferor and the Servicer agree that agrees to have such amounts will be applied as Collections in accordance with the terms of the Servicing AgreementArticle IV, the Indenture and each Indenture 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 (Principal Collections and all amounts which would have constituted Receivables Principal Collections but for such Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this Agreementrelated Supplement, and all amounts which would have constituted Principal Collections but for such Transferor's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Collections for the purpose of calculating the immediately preceding sentence, 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 Receivables included in the Trust as of the date of the occurrence of such eventapplicable Invested Percentage thereunder. If such Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, such Transferor and the Servicer agree thatagrees 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 the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementArticle IV.

Account Allocations. (i) In the event that any Transferor the 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 4.1 9.02 or an order by any federal 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) such Transferor the 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 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 Transferorthe Seller’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Seller agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Transferorthe Seller’s inability to transfer Receivables to the Trust) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Seller’s inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such Transferor and the Servicer are Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Seller agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreementthe 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. (ii) In the event that, pursuant to subsection 2.04(d), the Servicing AgreementSeller accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Indenture Seller 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 the Seller or to the Receivables of such Obligor retained in the Trust, then the Seller agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and each Indenture Supplementthe total amount owing by such Obligor on any Ineligible Receivables reassigned to the Seller, 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 Article IV.

Account Allocations. In the event that any the 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 4.1 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) such the 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 the Transferor’s 's inability to transfer such Receivables to the Trust (up to an aggregate amount equal to the amount of Aggregate Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture Supplement Article 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 the Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with this Agreement and the Servicing Agreement 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 this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For Principal Receivables for the purpose of calculating the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall, in any such Transferor 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 the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementArticle IV.

Account Allocations. In the event that any 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 4.1 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) such Transferor agrees (except as prohibited by any such order) 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 Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of and Discount Option Receivables in the Trust Assets on such date transferred date); (ii) Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms Article VIII of the Servicing Agreement, the Indenture and each Indenture 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 Transferor’s inability to transfer Receivables to the TrustIssuer) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the terms of this AgreementIndenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the Servicing Agreementcase 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 Indenture and each Indenture Supplement. For case may be, for the purpose of calculating the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventany Series. If such Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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 VIII of the terms Indenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables that have been conveyed to Issuer, or that would have been conveyed to Issuer but for the Servicing Agreementabove described inability to transfer such Receivables, shall continue to be owned by Issuer notwithstanding any cessation of the Indenture transfer of additional Principal Receivables and each Indenture SupplementDiscount Option Receivables to Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article VIII of the Indenture.

Account Allocations. In the event that any Transferor 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 4.1 5.01 or any order of any Governmental Authority (a “Transfer Restriction Event”)), then, in any such event, (a) such Transferor 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 TransferorChase 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 Principal Receivables included as part of the Trust Assets and Finance Charge Receivables in Chase Card Funding on such date transferred to the Trust Chase Card Funding by such TransferorChase USA), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with 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, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, such Transferor 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 included in the Trust transferred to Chase Card Funding as of the date of the occurrence of such event. If such Transferor and the Servicer are Chase USA is unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor 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 Account. 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 above described inability to transfer such Receivables, shall continue to be a part of Chase Card Funding notwithstanding any cessation of the transfer of additional Principal Receivables to Chase Card Funding and Collections with respect thereto shall have such payments applied as Collections continue to be allocated and paid in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 6.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s '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 TransferorTransferor in the Trust on such date), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article VIII of the Indenture 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 Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the Indenture and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 VIII of the Indenture and the terms of this Agreementeach 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 Servicing Agreement, 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 VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any Transferor 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 4.1 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) such Transferor Discover Bank agrees (except as prohibited by any such order) to allocate and pay to the TrustDiscover Funding, 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 that would have been Principal Receivables but for such Transferor’s the inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of the Trust Assets in DCMT on such date with respect to Principal Receivables transferred to the Trust Discover Funding by such TransferorDiscover Bank), (b) such Transferor ; and the Servicer agree that Discover Bank agrees to have such amounts will be applied as Collections in accordance with under the terms of the Pooling and 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, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 Receivables included in the Trust as of the date of the occurrence of such event. If such Transferor and the Servicer are Discover Bank is unable pursuant to any Requirements Requirement of Law to allocate Collections payments on the Accounts as described above, such Transferor 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 the terms of this Agreement, the Pooling and Servicing Agreement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to Discover Funding by Discover Bank shall continue to be owned by Discover Funding notwithstanding any cessation of the Indenture transfer of additional Principal Receivables to the Trust, and each Indenture SupplementCollections with respect thereto shall continue to be allocated and paid.

Account Allocations. In the event that any 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 4.1 9.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s '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 TransferorTransferor in the Trust on such date), (b) 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 Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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. (i) In the event that any the 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 4.1 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) such the 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 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 Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Transferor’s 's inability to transfer Receivables to the Trust) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Transferor's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreementthe 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. (ii) In the event that, pursuant to subsection 2.4(d), the Servicing AgreementTransferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Indenture 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 the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and each Indenture Supplementthe total amount owing by such Obligor on any Ineligible Receivables reassigned to the 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 Article IV.

Account Allocations. In the event that any 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 4.1 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s '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 TransferorTransferor in the Trust on such date), (b) 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 Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, 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 such Transferor and or the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, 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 Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 the 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 4.1 6.1 or any a binding order of any Governmental Authority (a “Transfer Restriction Event”Authority), then, in any such event, (aA) such the 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 with respect to of Principal Receivables and Discount Option Receivables but for such the Transferor’s 's inability to transfer such Receivables to the Issuer (up to an aggregate amount equal to the amount Aggregate Principal Receivables and the Discount Option Receivables in the Issuer as of Receivables included as part of the Trust Assets on such date transferred to the Trust by such Transferordate), (bB) such the Transferor and the Servicer agree that agrees to have such amounts will be applied as Collections in accordance with the terms Article VIII of the Servicing Agreement, the Indenture and each Indenture Supplement 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, Receivables (and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) 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 the Transferor’s 's inability to transfer Receivables to the Trust) Issuer which are written charged off as uncollectible in accordance with this Agreement and the Servicing Agreement Account Guidelines shall continue to be allocated in accordance with the terms Article VIII of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For all amounts which would have constituted Collections of Principal Receivables and Discount Option Receivables but for the Transferor's inability to transfer Receivables to the Issuer shall be deemed to be Collections of Principal Receivables for the purpose of calculating the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Invested Percentage. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections amounts as described above, such the Transferor and the Servicer agree that, after the occurrence of such event, 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 VIII of the terms Indenture. Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables or Discount Option Receivables which have been conveyed to the Issuer, or which would have been conveyed to the Servicing AgreementIssuer but for the Transferor's inability to transfer Receivables to the Issuer, shall continue to be property of the Indenture Issuer notwithstanding any cessation of the transfer of additional Principal Receivables and each Indenture SupplementDiscount Option Receivables to the Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article VIII of the Indenture.

Account Allocations. (i) In the event that any Transferor 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 occurrence of the provisions of Section 4.1 or any order of any Governmental Authority (a “Transfer Restriction an Insolvency Event”), ) then, in any such event, (aA) such Transferor Seller agrees (except as prohibited by any such order) to instruct the Servicer to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections payments received in respect of the Accounts giving rise to such Receivables first to the total amount of Principal Receivables from such Accounts transferred to the Trust prior Trust; and (B) Seller agrees to the occurrence of such event, and all amounts which would have constituted Collections with respect to Receivables but for such 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 Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV. If such event shall occur, it shall be ---------- deemed a Pay Out Event immediately upon the terms occurrence thereof. The parties hereto agree that Finance Charge Receivables, whenever created, with respect to Principal Receivables which have been transferred to the Trust shall continue to be a part of the Servicing Agreement, Trust notwithstanding any cessation of the Indenture and each Indenture Supplement and (c) for so long as the allocation and application transfer of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s inability to transfer additional Principal Receivables to the Trust) which are written off as uncollectible in accordance Trust and Collections with the Servicing Agreement respect thereto shall continue to be allocated and paid in accordance with Article IV. ---------- (ii) In the terms event that pursuant to subsection 2.4(d), Seller ----------------- accepts a retransfer of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose an Ineligible Receivable as a result of a breach of the immediately preceding sentencerepresentations and warranties in subsection 2.4(b) ----------------- relating to such Receivable, then, in any such Transferor and event, Seller agrees to instruct the Servicer shall treat to allocate payments received in respect of the Account giving rise to such Receivable 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 total amount of Principal Receivables included of the appropriate Obligor retained in the Trust as of the date of the occurrence of such event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect thereafter to the principal balance of total amount owing by such Account shall be allocated first Obligor on any Ineligible Receivable retransferred to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementSeller.

Account Allocations. In the event that any the 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 4.1 or 4.1, but including any order of any Governmental Authority (a “Transfer Restriction Event”)Authority, then, in any such event, (a) such the 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 the 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 the Transferor), (b) such Transferor the Transferor, and the Servicer under the Servicing Agreement, agree that such amounts will be applied as Collections in accordance with 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, Receivables (and all amounts which would have constituted Receivables but for such the Transferor’s inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, such the 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 Receivables included in held by the Trust as of the date of the occurrence of such event. If such the Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such the 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 the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 SECTION 7.01 or any order of any Governmental Authority (a “Transfer Restriction Event”"TRANSFER RESTRICTION EVENT"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s '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 Issuer by such TransferorTransferor on such date), (b) 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 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 Transferor’s 's inability to transfer Receivables to the Trust) Issuer which are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with ARTICLE IV of this Agreement and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 included in held by the Trust Issuer as of the date of the occurrence of such event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 Issuer shall continue to belong to the Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with ARTICLE IV of this Agreement, Agreement and the Servicing Agreement, the Indenture and terms of each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 8.1 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) 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 Transferor’s '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 Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with the terms of the Servicing 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, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s 's inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 Receivables included in the Trust as of the date of the occurrence of such event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 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) such Transferor agrees (except as prohibited by any such order) 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 Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of and the Trust Assets Discount Option Receivables Amount in Issuer on such date transferred date); (B) Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms Article VIII of the Servicing Agreement, the Indenture and each Indenture 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 Transferor’s inability to transfer Receivables to the Trust) which that are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the terms of this AgreementIndenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the Servicing Agreementcase may be, but for Transferor’s inability to transfer Receivables to the Indenture and each Indenture Supplement. For 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, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventany Series. If such Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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 VIII of the terms Indenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables that have been conveyed to Issuer, or that would have been conveyed to Issuer but for the Servicing Agreementabove described inability to transfer such Receivables, shall continue to be property of Issuer notwithstanding any cessation of the Indenture transfer of additional Principal Receivables and each Indenture SupplementDiscount Option Receivables to Issuer, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article VIII of the Indenture.

Account Allocations. In the event that any 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 4.1 6.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s '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 TransferorTransferor in the Trust on such date), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article VIII of the Indenture 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 Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the Indenture and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 VIII of the Indenture and the terms of this Agreementeach Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, 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 VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) 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 with respect to Receivables but for such Transferor’s '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 Trustee by such TransferorTransferor in the Trust on such date), (b) such Transferor and the Servicer agree agrees 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 Transferor’s 's inability to transfer Receivables to the Trust) Trustee which are written off as uncollectible in accordance with the Servicing this 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, such Transferor and the Servicer 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 included in the Trust such Accounts as of the date of the occurrence of such event. If such Transferor and the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor and the Servicer agree 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trustee 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 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 4.1 6.01 or any order of any Governmental Authority (a “Transfer Restriction Event”” ), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such 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 TransferorTransferor in the Trust on such date), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article VIII of the Indenture 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 Transferor’s inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the Indenture and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 VIII of the Indenture and the terms of this Agreementeach 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 Servicing Agreement, 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 VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 6.01 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such 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 TransferorTransferor in the Trust on such date), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article VIII of the Indenture 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 Transferor’s inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the Indenture and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 VIII of the Indenture and the terms of this Agreementeach Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, 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 VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 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) such Transferor agrees (except as prohibited by any such order) 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 Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of and Discount Option Receivables in the Trust Assets on such date transferred date); (ii) Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms Article VIII of the Servicing Agreement, the Indenture and each Indenture 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 Transferor’s 's inability to transfer Receivables to the TrustIssuer) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the terms of this AgreementIndenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the Servicing Agreementcase 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 Indenture and each Indenture Supplement. For case may be, for the purpose of calculating the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventany Series. If such Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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 VIII of the terms Indenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables that have been conveyed to Issuer, or that would have been conveyed to Issuer but for the Servicing Agreementabove described inability to transfer such Receivables, shall continue to be owned by Issuer notwithstanding any cessation of the Indenture transfer of additional Principal Receivables and each Indenture SupplementDiscount Option Receivables to Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article VIII of the Indenture.

Account Allocations. In the event that any Transferor 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 4.1 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) such Transferor RPA Seller agrees (except as prohibited by any such order) 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 Transferor’s RPA Seller's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of the Trust Assets on such date transferred to the Trust by Purchaser prior to such Transferordate), ; (bii) such Transferor and the Servicer agree that RPA Seller agrees to have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 Transferor’s RPA Seller's inability to transfer Receivables to the TrustPurchaser) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this AgreementTransaction Documents, and all amounts that would have constituted Principal Receivables but for RPA Seller's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Purchaser shall be deemed to be Principal Receivables for the purpose of calculating (A) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such Transferor and the Servicer are RPA Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, RPA Seller agrees that it shall in any such Transferor and the Servicer agree thatevent 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 the terms Transaction Documents. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables that have been conveyed to the Purchaser, or that would have been conveyed to the Servicing AgreementPurchaser but for the above described inability to transfer such Receivables, shall continue to be owned by Purchaser or its assignee notwithstanding any cessation of the Indenture transfer of additional Principal Receivables to the Purchaser and each Indenture SupplementCollections with respect thereto shall continue to be allocated and paid in accordance with the Transaction Documents.

Account Allocations. In the event that any 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 4.1 9.01 or any order of any Governmental Authority (a “Transfer Restriction Event”)), then, in any such event, (a) such Transferor agrees 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 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 included as part of and Finance Charge Receivables in the Trust Assets on such date transferred to the Trust by such Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, applicable Asset Pool Supplement and the Indenture and 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 Transferor’s inability to transfer Receivables to the Trust) which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture applicable Asset Pool Supplement and each Indenture SupplementSupplement 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, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 the terms of this Agreementthe 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 Servicing AgreementTrust, or that would have been conveyed to the Indenture 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 the terms of the applicable Asset Pool Supplement and each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 6.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s '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 TransferorTransferor in the Trust on such date), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article VIII of the Indenture 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 Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the Indenture and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 VIII of the Indenture and the terms of this Agreementeach 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 Servicing Agreement, 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 VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. (i) In the event that any the 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 4.1 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) such the 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 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 Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of held by the Trust Assets Issuer on such date transferred of inability); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections on the Transferred Assets in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 the Transferor’s inability to transfer Receivables to the TrustIssuer) which that are written off as uncollectible in accordance with the Servicing Agreement shall continue to be allocated in accordance with the terms of this AgreementIndenture, and all amounts that would have constituted Principal Receivables but for the Servicing Agreement, Transferor’s inability to transfer Receivables to the Indenture and each Indenture Supplement. For Issuer shall be deemed to be Principal Receivables for the purpose of all calculations under the immediately preceding sentence, 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 Receivables included in the Trust as of the date of the occurrence of such eventTransaction Documents. If such the Transferor and the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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 the terms Indenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables that have been conveyed to the Issuer, shall continue to be owned by the Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with the Indenture. (ii) In the event that, pursuant to subsection 2.04(d), the Servicing AgreementTransferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Indenture 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 Issuer. If payments received from or on behalf of an Obligor are not specifically applicable either to an Ineligible Receivable of such Obligor reassigned to the Transferor or to the Receivables of such Obligor retained by the Issuer, then the Transferor agrees to allocate such payments proportionately based on the total amount of Principal Receivables of such Obligor’s Account retained by the Issuer and each Indenture Supplementthe total amount in that Account then owned by the Transferor.

Account Allocations. In the event that any the 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 4.1 9.02 or an order by any federal governmental agency having regulatory authority over the Transferor or FNBO 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, (ai) such the 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 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 Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (ii) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture Supplement Article 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 the Transferor’s 's inability to transfer Receivables to the Trust) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Transferor's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (A) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreement, the Servicing Agreement, Trust notwithstanding any cessation of the Indenture transfer of additional Principal Receivables to the Trust and each Indenture SupplementCollections with respect thereto shall continue to be allocated and paid in accordance with Article IV.

Account Allocations. In the event that any 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 4.1 9.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”")), then, in any such event, (a) such Transferor agrees 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 Transferor’s '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 included as part of and Finance Charge Receivables in the Trust Assets on such date transferred to the Trust by such Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, applicable Asset Pool Supplement and the Indenture and 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 Transferor’s 's inability to transfer Receivables to the Trust) which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture applicable Asset Pool Supplement and each Indenture SupplementSupplement 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, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 the terms of this Agreementthe 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 Servicing AgreementTrust, or that would have been conveyed to the Indenture 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 the terms of the applicable Asset Pool Supplement and each Indenture Supplement.

Account Allocations. (i) In the event that any Transferor JCPR is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this AgreementAgreement or any Supplement (including, including without limitation, by reason of the application occurrence of the provisions of Section 4.1 a Bankruptcy Event or its inability to obtain Receivables from JCPenney for any order of any Governmental Authority (a “Transfer Restriction Event”), reason) then, in any such event, (aA) such Transferor JCPR agrees (except as prohibited by any such order) to instruct the Servicer to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections payments received in respect of the Accounts giving rise to such Receivables first to the total amount of Principal Receivables from such Accounts transferred to the Trust prior Trust; and (B) JCPR agrees to the occurrence of such event, and all amounts which would have constituted Collections with respect to Receivables but for such 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 Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Section 4.3. If such event shall occur, it shall be deemed a Pay Out Event immediately upon the terms occurrence thereof. The parties hereto agree that Finance Charge Receivables, whenever created, with respect to Principal Receivables which have been transferred to the Trust shall continue to be a part of the Servicing Agreement, Trust notwithstanding any cessation of the Indenture and each Indenture Supplement and (c) for so long as the allocation and application transfer of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s inability to transfer additional Principal Receivables to the Trust) which are written off as uncollectible in accordance Trust and Collections with the Servicing Agreement respect thereto shall continue to be allocated and paid in accordance with Section 4.3. (ii) In the terms event that pursuant to subsection 2.4(d), JCPR accepts a retransfer of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose an Ineligible Receivable as a result of a breach of the immediately preceding sentencerepresentations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such Transferor and event, JCPR agrees to instruct the Servicer shall treat to allocate payments received in respect of the Account giving rise to such Receivable 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 total amount of Receivables included of the appropriate Obligor retained in the Trust as of the date of the occurrence of such event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor and the Servicer agree that, after the occurrence of such event, payments on each Account with respect thereafter to the principal balance of total amount owing by such Account shall be allocated first Obligor on any Ineligible Receivable retransferred to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementJCPR.

Account Allocations. In the event that any the 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 4.1 9.2 or any a binding order of any Governmental Authority (a “Transfer Restriction Event”Authority), then, in any such event, (aA) such the 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 with respect to of Principal Receivables and Discount Option Receivables but for such the Transferor’s inability to transfer such Receivables to the Trust (up to an aggregate amount equal to the amount of Aggregate Principal Receivables included as part of and the Discount Option Receivables in the Trust Assets on as of such date transferred to the Trust by such Transferordate), (bB) such the Transferor and the Servicer agree that agrees to have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture Supplement Article 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, Receivables (and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) 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 the Transferor’s inability to transfer Receivables to the Trust which are 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 Transferor’s inability to transfer Receivables to the Trust shall be deemed to be Collections of Principal Receivables for the purpose of calculating the Invested Percentage with respect to any Series and the Aggregate Invested Percentage. If the Transferor is unable pursuant to any Requirement of Law to allocate amounts as described above, the Transferor agrees (except as prohibited by law) to allocate payments on each Account with respect to the balance of such Account first to the oldest Receivable in such Account and to have such payments applied as Collections in accordance with Article IV. 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) which are written off as uncollectible in accordance , 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 the Servicing Agreement respect thereto shall continue to be allocated and paid in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 Receivables included in the Trust as of the date of the occurrence of such event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementArticle IV.

Account Allocations. In the event that any 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 4.1 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s '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 TransferorTransferor in the Trust on such date), (b) 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 Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, 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 such Transferor and or the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, 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 Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 40 49 terms of each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 6.01 or any order of any Governmental Authority (a “Transfer Restriction Event”"TRANSFER RESTRICTION EVENT"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s 's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included aggregate outstanding balance as part of the Trust Assets on date such date Transfer Restriction Event occurred of the Receivables transferred to the Trust by such Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article VIII of the Indenture 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 Transferor’s 's inability to transfer Receivables to the Trust) , which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the Indenture and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 eventTransfer Restriction Event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 VIII of the Indenture and the terms of this Agreementeach 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 Servicing Agreement, 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 VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 9.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”")), then, in any such event, (a) such Transferor agrees 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 Transferor’s '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 included as part of and Finance Charge Receivables in the Trust Assets on such date transferred to the Trust by such Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, applicable Asset Pool Supplement and the Indenture and 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 Transferor’s 's inability to transfer Receivables to the Trust) which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture applicable Asset Pool Supplement and each Indenture SupplementSupplement 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, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 the terms of this Agreementthe 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 Servicing AgreementTrust, or that would have been conveyed to the Indenture 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 the terms of the applicable Asset Pool Supplement and each Indenture Supplement.

Account Allocations. In the event that any the 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 4.1 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) such the 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 the Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transfer- or agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing AgreementArticle IV, the Indenture and each Indenture Supplement 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 Receivables Collections of Principal Receiv- xxxxx but for such the Transferor’s 's inability to transfer Receivables Re- ceivables to the Trust) Trust which are written charged off as uncollectible xxxxx- lectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms related Supple- ment, and all amounts which would have constituted Col- lections of this Agreement, Principal Receivables but for the Servicing Agreement, Transferor's inability to transfer Receivables to the Indenture and each Indenture Supplement. For Trust shall be deemed to be Collections of Principal Receivables for the purpose of calculating the immediately preceding sentence, 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 Receivables included in the Trust as of the date of the occurrence of such eventapplicable Invested Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall, in any such Transferor 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 the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementArticle IV.

Account Allocations. In the event that any the 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 4.1 9.1 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such the Transferor agrees 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 with respect to Receivables but for such the 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 the Transferor in the Trust on such Transferordate), (b) such the 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 the Transferor’s inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, such the 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 such the Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such the 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 Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 If the event that any Transferor 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 4.1 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”"TRANSFER RESTRICTION EVENT"), then, in any such event, (a) such Transferor agrees the 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 with respect to Receivables but for such Transferor’s inability to transfer Receivables Transfer Restriction Event (up to an aggregate amount equal to the amount of Receivables included as part of in the Trust Assets on such date transferred to the Trust by such Transferordate), (b) such Transferor the Seller 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 Transferor’s inability to transfer Receivables to the Trust) Transfer Restriction Event, which are written off as uncollectible in accordance with the Servicing Agreement this 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, such Transferor the 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 included in the Trust such Accounts as of the date of the occurrence of such event. If such Transferor and the Seller or the Servicer are unable is unable, pursuant to any Requirements Requirement of Law Law, to allocate Collections as described above, such Transferor the 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables, which have been conveyed to the Servicing AgreementTrust, shall continue to be a part of the Indenture 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 the 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 4.1 9.2 or any a binding order of any Governmental Authority (a “Transfer Restriction Event”Authority), then, in any such event, (aA) such the 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 with respect to of Principal Receivables and Discount Option Receivables but for such the Transferor’s 's inability to transfer such Receivables to the Trust (up to an aggregate amount equal to the amount of Aggregate Principal Receivables included as part of and the Discount Option Receivables in the Trust Assets on as of such date transferred to the Trust by such Transferordate), (bB) such the Transferor and the Servicer agree that agrees to have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture Supplement Article 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, Receivables (and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) 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 the Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with this Agreement and the Servicing Agreement 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 this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For Principal Receivables for the purpose of calculating the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Invested Percentage. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections amounts as described above, such the Transferor and the Servicer agree that, after the occurrence of such event, 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. Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables or Discount Option Receivables which have been conveyed to the terms 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 this Agreement, the Servicing Agreement, Trust notwithstanding any cessation of the Indenture transfer of additional Principal Receivables and each Indenture SupplementDiscount Option Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV.

Account Allocations. In the event that any 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 4.1 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) 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 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 Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of and the Discount Option Receivables Amount in the Trust Assets on such date transferred date); (B) Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms Article VIII of the Servicing Agreement, the Indenture and each Indenture 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 Transferor’s 's inability to transfer Receivables to the Trust) which that are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the terms of this AgreementIndenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the Servicing Agreementcase may be, but for Transferor's inability to transfer Receivables to the Indenture and each Indenture Supplement. For 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, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventany Series. If such Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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 VIII of the terms Indenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables that have been conveyed to the Trust, or that would have been conveyed to the Servicing AgreementTrust but for the above described inability to transfer such Receivables, shall continue to be a part of the Indenture Trust notwithstanding any cessation of the transfer of additional Principal Receivables and each Indenture SupplementDiscount Option Receivables to the Trust, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article VIII of the Indenture.

Account Allocations. In the event that any Transferor 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 4.1 5.01 or any order of any Governmental Authority (a “Transfer Restriction Event”)), then, in any such event, (a) such Transferor 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 TransferorChase 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 Principal Receivables included as part of the Trust Assets and Finance Charge Receivables in Chase Card Funding on such date transferred to the Trust Chase Card Funding by such TransferorChase USA), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with 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, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, such Transferor 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 included in the Trust transferred to Chase Card Funding as of the date of the occurrence of such event. If such Transferor and the Servicer are Chase USA is unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor 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 Account. 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 above described inability to transfer such Receivables, shall continue to be a part of Chase Card Funding notwithstanding any cessation of the transfer of additional Principal Receivables to Chase Card Funding and Collections with respect thereto shall have such payments applied as Collections continue to be allocated and paid in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement.. [END OF ARTICLE II]

Account Allocations. In the event that any 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 4.1 or an order by any order Federal governmental agency having regulatory authority over Transferor or any 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) such Transferor agrees (except as prohibited by any such order) 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 Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of and the Trust Assets Discount Option Receivables Amount in Issuer on such date transferred date); (B) Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms Article VIII of the Servicing Agreement, the Indenture and each Indenture 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 Transferor’s inability to transfer Receivables to the Trust) which that are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the terms of this AgreementIndenture, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the Servicing Agreementcase may be, but for Transferor’s inability to transfer Receivables to the Indenture and each Indenture Supplement. For 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, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventany Series. If such Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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 VIII of the terms Indenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables that have been conveyed to Issuer, or that would have been conveyed to Issuer but for the Servicing Agreementabove described inability to transfer such Receivables, shall continue to be property of Issuer notwithstanding any cessation of the Indenture transfer of additional Principal Receivables and each Indenture SupplementDiscount Option Receivables to Issuer, and Collections with respect thereto shall continue to be allocated and paid in accordance with Article VIII of the Indenture.

Account Allocations. In the event that any 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 4.1 6.01 or any order of any Governmental Authority (a “Transfer Restriction Event”"TRANSFER RESTRICTION EVENT"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s '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 TransferorTransferor in the Trust on such date), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article VIII of the Indenture 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 Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the Indenture and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 VIII of the Indenture and the terms of this Agreementeach 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 Servicing Agreement, 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 VIII of the Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any Transferor the 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 4.1 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees the 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 with respect to Receivables but for such Transferor’s the Seller'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 the Seller in the Trust on such Transferordate), (b) such Transferor the Seller 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 Transferor’s the Seller's inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, such Transferor the 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 included in the Trust as of the date of the occurrence of such event. If such Transferor the Seller and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor the 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 this Agreementeach 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 Servicing Agreement, Trust shall continue to be a part of the Indenture 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 Transferor the 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 4.1 9.02 or any binding order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees the 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 with respect to Receivables but for such Transferor’s the Depositor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of in the Trust Assets on such date transferred to the Trust by such Transferordate), (b) such Transferor the Depositor 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 Transferor’s the Depositors's inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, such Transferor the 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 included in the Trust such Account as of the date of the occurrence of such event. If such Transferor and the Depositor or the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described -36- 42 above, such Transferor the 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 the 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 4.1 9.2 or any a binding order of any Governmental Authority (a “Transfer Restriction Event”Authority), then, in any such event, (aA) such the 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 with respect to of Principal Receivables and Discount Option Receivables but for such the Transferor’s 's inability to transfer such Receivables to the Trust (up to an aggregate amount equal to the amount of Aggregate Principal Receivables included as part of and the Discount Option Receivables in the Trust Assets on as of such date transferred to the Trust by such Transferordate), (bB) such the Transferor and the Servicer agree that agrees to have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture Supplement Article 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, Receivables (and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) 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 the Transferor’s 's inability to transfer Receivables to the Trust) Trust which are written charged off as uncollectible in accordance with this Agreement and the Servicing Agreement 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 this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For Principal Receivables for the purpose of calculating the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Invested Percentage. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections amounts as described above, such the Transferor and the Servicer agree that, after the occurrence of such event, 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. Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables or Discount Option Receivables which have been conveyed to the terms 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 this Agreement, the Servicing Agreement, Trust notwithstanding any cessation of the Indenture transfer of additional Principal Receivables and each Indenture SupplementDiscount Option Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV.

Account Allocations. (i) In the event that any the 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 4.1 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) such the 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 the Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with Article (ii) In the terms event that, pursuant to subsection 2.4(d), the Transferor accepts reassignment of an Ineligible Receivable as a result of a breach of the Servicing Agreementrepresentations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Indenture Transferor agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on 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 the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate payments proportionately based on the total amount of Receivables of such Obligor retained in the Trust and each Indenture Supplement the total amount owing by such Obligor on any Ineligible Receivables reassigned to the Transferor, and (c) for so long the portion allocable to any Receivables retained in the Trust shall be treated 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, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s inability to transfer Receivables to the Trust) which are written off as uncollectible deposited in accordance with the Servicing Agreement shall continue to be allocated in accordance with the terms provisions of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 Receivables included in the Trust as of the date of the occurrence of such event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementArticle IV.

Account Allocations. In the event that any 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 4.1 9.02 or any binding order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such the 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 with respect to Receivables but for such the Transferor’s 's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of in the Trust Assets on such date transferred to the Trust by such Transferordate), (b) such the Transferor and the Servicer agree agrees 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 the Transferor’s '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 the Servicing this 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, such the Transferor and the Servicer 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 included in the Trust such Accounts as of the date of the occurrence of such event. If such the Transferor and the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, such the Transferor and the Servicer agree 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trustee shall continue to be a part of the Indenture Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trustee 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 If the event that any Transferor Seller is unable for any reason to transfer assign Receivables to the Trust in accordance with the provisions of this Agreement, including by reason Agreement or section 8.2 of the application of the provisions of Section 4.1 Trust Indenture or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, : (a) such Transferor the Seller agrees (to pay, and agrees to cause the Servicer to pay, 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 Transferorthe Seller’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 the Seller and owned by the Trust on such Transferordate), ; (b) such Transferor and the Servicer agree Seller agrees that such amounts will be applied by the Seller and the Servicer as Collections in accordance with Article 3 of the Trust Indenture and the terms of the Servicing Agreement, the Indenture and each Indenture Supplement and 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 subsections (a) and (b) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Transferorthe Seller’s inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing Agreement Trust Indenture shall continue to be allocated in accordance with Article 3 of the Trust Indenture and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of subsection (c) above, the immediately preceding sentence, such Transferor and Seller shall cause the Servicer shall to treat the first Collections received Collections with respect to the Accounts as allocable to owned by 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 owned by the Trust as of the date of the occurrence of such event. If such Transferor and the Seller or the Servicer are is unable pursuant to any Requirements of Law to allocate pay Collections as described aboverequired pursuant to this section 2.11, such Transferor the Seller and the Servicer each agree that, after the occurrence of such event, the Seller and the Servicer shall allocate 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 apply such payments applied as Collections in accordance with Article 3 of the Trust Indenture and the terms of this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created or accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall be owned by 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 3 of the Trust Indenture and the terms of each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 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) such Transferor agrees (except as prohibited by any such order) 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 Transferor’s inability to transfer such Transferred Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of the Trust Assets held by Buyer on such date transferred to the Trust by such Transferorof inability), ; (bii) such Transferor and the Servicer agree agrees that such amounts will shall be applied as deemed Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 Receivables Principal Receivables, but for such Transferor’s inability to transfer Transferred Receivables to the TrustBuyer) which that are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture 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, 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 Receivables included in the Trust as of the date of the occurrence of such eventRelated Documents. If such Transferor and the Servicer are 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 receivables in the Accounts between Transferred Receivables and other receivables outstanding in the Accounts on a basis reasonably intended to approximate the actual portions allocable to Transferred Receivables and other receivables respectively. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to Buyer, or that would have been conveyed to Buyer but for the above described inability to transfer such Transferor and Receivables, shall continue to be held by Buyer notwithstanding any cessation of the Servicer agree that, after the occurrence transfer of such event, payments on each Account with respect additional Principal Receivables 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 the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementBuyer.

Account Allocations. In the event that any 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 4.1 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) 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 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 Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of and the Discount Option Receivables Amount in the Trust Assets on such date transferred date); (B) Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (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 Transferor’s 's inability to transfer Receivables to the Trust) which that are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables or Discount Option Receivables, as the terms of this Agreementcase may be, but for Transferor's inability to transfer Receivables to the Servicing AgreementTrust shall be deemed to be Principal Receivables or Discount Option Receivables, as the Indenture and each Indenture Supplement. For case may be, for the purpose of calculating the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventany Series. If such Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreementthe Trust notwithstanding any cessation of the transfer of additional Principal Receivables and Discount Option Receivables to the Trust, the Servicing Agreement, the Indenture and each Indenture SupplementCollections with respect thereto shall continue to be allocated and paid in accordance with Article IV.

Account Allocations. In the event that any Transferor 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 4.1 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s Seller'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 TransferorSeller in the Trust on such date), (b) such Transferor the Sellers 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 Transferor’s Seller's inability to transfer Receivables to the Trust) Trust which are written off as uncollectible in accordance with the Servicing this 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, such Transferor 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 included in the Trust as of the date of the occurrence of such event. If such Transferor and any of the Sellers or the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 the 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 4.1 9.01 or any order of any Governmental Authority (a “Transfer Restriction Event”)), then, in any such event, (a) such the Transferor agrees 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 the 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 included as part of and Finance Charge Receivables in the Trust Assets Issuing Entity on such date transferred to the Trust Issuing Entity by such the Transferor), (b) such the Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and 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 the Transferor’s inability to transfer Receivables to the TrustIssuing Entity) which are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementSupplement 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, such the 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 included in the Trust Issuing Entity as of the date of the occurrence of such event. If such the Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such the 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 the terms of this Agreementeach Indenture Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing AgreementIssuing Entity, or that would have been conveyed to the Indenture Issuing Entity but for the above described inability to transfer such Receivables, shall continue to be a part of the Issuing Entity notwithstanding any cessation of the transfer of additional Principal Receivables to the Issuing Entity and Collections with respect thereto shall continue to be allocated and paid in accordance with the terms of each Indenture Supplement.

Account Allocations. In the event that any the 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 4.1 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) such the 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 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 Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets Issuer on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms Article VIII of the Servicing Agreement, the Indenture and each Indenture 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 the Transferor’s inability to transfer Receivables to the TrustIssuer) which that are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article VIII of the terms of this AgreementIndenture, and all amounts that would have constituted Principal Receivables but for the Servicing Agreement, Transferor’s inability to transfer Receivables to the Indenture and each Indenture Supplement. For Issuer shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventCollateral Amount thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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 VIII of the terms Indenture. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables that have been conveyed to the Issuer, or that would have been conveyed to the Servicing AgreementIssuer but for the above described inability to transfer such Receivables, shall continue to be a part of the Indenture Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Issuer and each Indenture SupplementCollections with respect thereto shall continue to be allocated and paid in accordance with Article VIII of the Indenture.

Account Allocations. In the event that any Transferor the 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 4.1 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) such Transferor the 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 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 Transferor’s the Seller's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Seller agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such Transferor’s the Seller's inability to transfer Receivables to the Trust) which that are written charged off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Seller's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor/Purchaser Interest thereunder. If such Transferor and the Servicer are Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Seller agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreement, the Servicing Agreement, Trust notwithstanding any cessation of the Indenture transfer of additional Principal Receivables to the Trust and each Indenture SupplementCollections with respect thereto shall continue to be allocated and paid in accordance with Article IV.

Account Allocations. (i) In the event that any the 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 4.1 9.02 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 Trustee) then, in any such event, (aA) such the 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 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 Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Transferor’s 's inability to transfer Receivables to the Trust) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Transferor's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms Trustee shall continue to be a part of this Agreementthe Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV. (ii) In the event that, pursuant to subsection 2.04(d), the Servicing AgreementTransferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.04(b) relating to such Receivable, then, in any such event, the Indenture 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 the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate such payments proportionately based on the total amount of Principal Receivables of such Obligor's Account retained in the Trust and each Indenture Supplementthe total amount in that Account then owned by the 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 Article IV.

Account Allocations. In the event that any Transferor the 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 4.1 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such Transferor agrees the 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 Transferorthe 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 included as part of the Trust Assets and Finance Charge Receivables in Asset Pool One on such date transferred to Asset Pool One by the Trust by such TransferorIssuing Entity), (b) such Transferor the Issuing Entity and the Servicer agree that such amounts will be applied as Collections in accordance with the terms hereof and the terms of the Servicing Agreement, the Indenture and 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 Transferorthe Issuing Entity’s inability to transfer designate Asset Pool One Receivables to the Trustfor inclusion in Asset Pool One) which are written charged off as uncollectible in accordance with the Servicing Agreement this Asset Pool One Supplement shall continue to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture hereof and each Indenture SupplementSupplement 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, such Transferor the 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 included in the Trust Asset Pool One as of the date of the occurrence of such event. If such Transferor the Issuing Entity and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor the 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 the terms hereof and each Indenture Supplement. The parties hereto agree that Asset Pool One Finance Charge Receivables, whenever created, accrued in respect of this AgreementPrincipal Receivables which have been conveyed to Asset Pool One, or that would have been conveyed to Asset Pool One but for the Servicing Agreementabove described inability to designate such Asset Pool One Receivables, shall continue to be a part of Asset Pool One notwithstanding any cessation of the Indenture transfer of additional Principal Receivables to Asset Pool One and Collections with respect thereto shall continue to be allocated and paid in accordance with the terms hereof and each Indenture Supplement.

Account Allocations. In (i) in the event that any the 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 4.1 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) such the 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 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 Transferor’s inability to transfer such Receivables (up to an aggregate amount equal to the amount of Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Principal Receivables (and all amounts which would have constituted Principal Receivables but for such the Transferor’s inability to transfer Receivables to the Trust) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Principal Receivables but for the terms of this Agreement, Transferor’s inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (I) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables that have been conveyed to the terms 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 this Agreementthe 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. (ii) In the event that, pursuant to subsection 2.4(d), the Servicing AgreementTransferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Indenture 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 the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and each Indenture Supplementthe total amount owing by such Obligor on any Ineligible Receivables reassigned to the 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 Article IV.

Account Allocations. In the event that any Transferor the 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 4.1 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such Transferor agrees the 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 Transferorthe 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 included as part of the Trust Assets and Finance Charge Receivables in Asset Pool One on such date transferred to Asset Pool One by the Trust by such TransferorIssuing Entity), (b) such Transferor the Issuing Entity and the Servicer agree that such amounts will be applied as Collections in accordance with the terms hereof and the terms of the Servicing Agreement, the Indenture and 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 Transferorthe Issuing Entity’s inability to transfer designate Asset Pool One Receivables to the Trustfor inclusion in Asset Pool One) which are written charged off as uncollectible in accordance with the Servicing Agreement this Asset Pool One Supplement shall continue to be allocated in accordance with the terms hereof and of this Agreement, the Servicing Agreement, the Indenture and each Indenture SupplementSupplement 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 of Asset Pool One Notes secured by the Asset Pool One Receivables. For the purpose of the immediately preceding sentence, such Transferor the 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 included in the Trust Asset Pool One as of the date of the occurrence of such event. If such Transferor the Issuing Entity and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor the 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 the terms hereof and of this Agreementeach 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 Servicing Agreementabove described inability to designate such Asset Pool One Receivables, shall continue to be a part of Asset Pool One notwithstanding any cessation of the Indenture transfer of additional Principal Receivables to Asset Pool One and Collections with respect thereto shall continue to be allocated and paid in accordance with the terms hereof and of each Indenture Supplement.

Account Allocations. In the event that any Transferor the 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 4.1 9.02 or any binding order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees the 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 with respect to Receivables but for such Transferor’s the Depositor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of in the Trust Assets on such date transferred to the Trust by such Transferordate), (b) such Transferor the Depositor 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 Transferor’s the Depositors's inability to transfer Receivables to the Trust) Trust and Principal Receivables and all amounts which would have constituted Principal Receivables as aforesaid that are written off as uncollectible in accordance with the Servicing this 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, such Transferor the 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 included in the Trust such Account as of the date of the occurrence of such event. If such Transferor and the Depositor or the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor the 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 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 4.1 7.01 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees 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 with respect to Receivables but for such Transferor’s '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 Issuer by such TransferorTransferor on such date), (b) 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 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 Transferor’s 's inability to transfer Receivables to the Trust) Issuer which are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV of this Agreement and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, 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 included in held by the Trust Issuer as of the date of the occurrence of such event. If such Transferor and the Servicer are unable pursuant to any Requirements of Law to allocate Collections as described above, 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 Issuer shall continue to belong to the Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV of this Agreement, Agreement and the Servicing Agreement, the Indenture and terms of each Indenture Supplement.

Account Allocations. In the event that any 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 4.1 9.02 or any order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) 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 with respect to Receivables but for such Transferor’s '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 Trustee by such TransferorTransferor in the Trust on such date), (b) such Transferor and the Servicer agree agrees 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 Transferor’s 's inability to transfer Receivables to the Trust) Trustee which are written off as uncollectible in accordance with the Servicing this 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, such Transferor and the Servicer shall treat the first received Collections with respect to the Accounts that were designated by such Transferor as allocable to the Trust until the Trust Trustee shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables included in the Trust such Accounts as of the date of the occurrence of such event. If such Transferor and the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor and the Servicer agree 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trustee shall continue to be a part of the Indenture Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trustee 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 Transferor the 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 4.1 9.02 or any binding order of any Governmental Authority (a “"Transfer Restriction Event”"), then, in any such event, (a) such Transferor agrees the 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 with respect to Receivables but for such Transferor’s the Depositor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables included as part of in the Trust Assets on such date transferred to the Trust by such Transferordate), (b) such Transferor the Depositor 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 Transferor’s the Depositor's inability to transfer Receivables to the Trust) Trust and Principal Receivables and all amounts which would have constituted Principal Receivables as aforesaid that are written off as uncollectible in accordance with the Servicing this 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, such Transferor the 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 included in the Trust such Account as of the date of the occurrence of such event. If such Transferor and the Depositor or the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor the 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 this Agreementeach Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Servicing Agreement, Trust shall continue to be a part of the Indenture 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 the 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 4.1 7.01 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) such the 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 Receivables transferred to the Trust Issuer prior to the occurrence of such event, and all amounts which would have constituted Collections with respect to Receivables but for such the 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 Issuer by the Transferor on such Transferordate), (b) such the Transferor and the Servicer agree agrees that such amounts will be applied as Collections in accordance with Article IV of this Agreement 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 the Transferor’s inability to transfer Receivables to the Trust) Issuer which are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV of this Agreement and the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For the purpose of the immediately preceding sentence, such the 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 included in held by the Trust Issuer as of the date of the occurrence of such event. If such the Transferor and the Servicer are is unable pursuant to any Requirements of Law to allocate Collections as described above, such the Transferor and the Servicer agree 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 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 Issuer shall continue to belong to the Issuer notwithstanding any cessation of the transfer of additional Principal Receivables to the Issuer and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV of this Agreement, Agreement and the Servicing Agreement, the Indenture and terms of each Indenture Supplement.

Account Allocations. (i) In the event that any the 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 4.1 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) such the 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 with respect to Receivables but for such the Transferor’s 's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Receivables included as part of in the Trust Assets on such date transferred date); (B) the Transferor agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture and each Indenture 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 (aA) and (bB) above, Receivables (and all amounts which would have constituted Receivables but for such the Transferor’s 's inability to transfer Receivables to the Trust) which that are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all amounts that would have constituted Receivables but for the terms of this Agreement, Transferor's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such the Transferor and the Servicer are is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Transferor agrees that it shall in any such Transferor and the Servicer agree thatevent 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. (ii) In the terms of this Agreementevent that, pursuant to subsection 2.4(d), the Servicing AgreementTransferor accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, the Indenture Transferor agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on 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 the Transferor or to the Receivables of such Obligor retained in the Trust, then the Transferor agrees to allocate payments proportionately based on the total amount of Receivables of such Obligor retained in the Trust and each Indenture Supplementthe total amount owing by such Obligor on any Ineligible Receivables reassigned to the Transferor, and the portion allocable to any Receivables retained in the Trust shall be treated as Collections and deposited in accordance with the provisions of Article IV.

Account Allocations. (i) In the event that any Transferor 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 occurrence of the provisions of Section 4.1 or any order of any Governmental Authority (a “Transfer Restriction an Insolvency Event”), ) then, in any such event, (aA) such Transferor Seller agrees (except as prohibited by any such order) to instruct the Servicer to allocate and pay to the Trust, after the date of such inability, all Collectionspayments received in respect of the Accounts giving rise to such Receivables first to the total amount of Principal Receivables from such Accounts transferred to the Trust; and (B) Seller agrees to have such amounts applied as Collections in accordance with Article IV. The parties hereto agree that Finance Charge Receivables, including Collections of whenever created, with respect to Principal Receivables which have been transferred to the Trust prior shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the occurrence of such event, Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and all amounts which would have constituted Collections with respect to Principal Receivables but for such 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 Transferor), (b) such Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with 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, Receivables (and all amounts which would have constituted Receivables but for such Transferor’s Seller's inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing Agreement Trust shall continue be deemed to be allocated in accordance with the terms of this Agreement, the Servicing Agreement, the Indenture and each Indenture Supplement. For Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such Transferor and the Servicer are Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Seller agrees that, solely for purposes of payments under this Agreement, it shall in any such Transferor and the Servicer agree thatevent 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 Charge Account Agreement(s)) and shall to have such payments applied as Collections in accordance with Article IV. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the terms 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 this Agreementthe 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. (ii) In the event that, pursuant to subsection 2.4(d), Seller accepts a retransfer of an Ineligible Receivable as a result of a breach of the Servicing Agreementrepresentations and warranties in subsection 2.4(b) relating to such Receivable, then, in any such event, Seller agrees to instruct the Indenture Servicer to allocate payments received in respect of the Account giving rise to such Receivable first to the total amount of Principal Receivables of the appropriate Obligor retained in the Trust and each Indenture Supplementthereafter to the total amount owing by such Obligor on any Ineligible Receivable retransferred to Seller.

Account Allocations. (i) In the event that any Transferor the 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 4.1 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) such Transferor the 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 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 Transferor’s the Seller's inability to transfer such Receivables (up to an aggregate amount equal to the amount of Aggregate Principal Receivables included as part of in the Trust Assets on such date transferred date); (B) the Seller agrees to the Trust by such Transferor), (b) such Transferor and the Servicer agree that have such amounts will be applied as Collections in accordance with the terms of the Servicing Agreement, the Indenture Article IV; and each Indenture Supplement 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, Receivables (and all amounts which would have constituted Collections are allocated and applied in accordance with clauses (A) and (B) above, Principal Receivables (and all amounts ----------- --- which would have constituted Principal Receivables but for such Transferor’s the Seller's inability to transfer Receivables to the Trust) which are written off as uncollectible in accordance with the Servicing this Agreement shall continue to be allocated in accordance with Article IV, and all ---------- amounts which would have constituted Principal Receivables but for the terms of this Agreement, Seller's inability to transfer Receivables to the Servicing Agreement, the Indenture and each Indenture Supplement. For Trust shall be deemed to be Principal Receivables for the purpose of calculating (i) the immediately preceding sentence, such Transferor 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 Receivables included in the Trust as of the date of the occurrence of such eventAggregate Investor Percentage thereunder. If such Transferor and the Servicer are Seller is unable pursuant to any Requirements Requirement of Law to allocate Collections as described above, the Seller agrees that, solely for purposes of payments under this Agreement, it shall in any such Transferor and the Servicer agree thatevent 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. The parties hereto agree ---------- that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the terms 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 this Agreementthe 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. ---------- (ii) In the event that, pursuant to subsection 2.4(d), the Servicing Agreement----------------- Seller accepts reassignment of an Ineligible Receivable as a result of a breach of the representations and warranties in subsection 2.4(b) ----------------- relating to such Receivable, then, in any such event, the Indenture Seller agrees to account for payments received with respect to such Ineligible Receivable separately from its accounting for Collections on Principal Receivables -41- 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 the Seller or to the Receivables of such Obligor retained in the Trust, then the Seller agrees to allocate payments proportionately based on the total amount of Principal Receivables of such Obligor retained in the Trust and each Indenture Supplement.the total amount owing by such Obligor on any Ineligible Receivables reassigned to the Seller, 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 Article IV. ----------