Common use of Additional Accounts Clause in Contracts

Additional Accounts. If, at the end of any Monthly Period the Free Equity Amount is less than the Minimum Free Equity Amount, unless the Free Equity Amount (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date) is at least equal to the Minimum Free Equity Amount as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the 10th Business Day following the end of such Monthly Period (the “Required Designation Date”), Transferor shall, prior to the close of business on the Required Designation Date, require Originator to designate additional Eligible Accounts to be included as “Accounts” under (and as defined in) the Bank Receivables Sale Agreement, and Transferor shall in turn designate such accounts (“Additional Accounts”) as Accounts for purposes of this Agreement in a sufficient amount such that the Free Equity Amount (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date) as of the close of business on the Addition Date, is at least equal to the Minimum Free Equity Amount. In addition if at the end of any Monthly Period the Note Trust Principal Balance is less than the Required Principal Balance, unless the Note Trust Principal Balance is at least equal to the Required Principal Balance (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date) as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the Required Designation Date, Transferor shall, prior to the close of business on the Required Designation Date, require Originator to designate additional Eligible Accounts to be included as “Accounts” under (and as defined in) the Bank Receivables Sale Agreement, and Transferor shall in turn designate such accounts as Additional Accounts for purposes of this Agreement in a sufficient amount such that the Note Trust Principal Balance as of the close of business on the Addition Date, is at least equal to the Required Principal Balance (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date). To the extent Transferor designates Additional Accounts with Principal Receivables substantially in excess of the amount of Principal Receivables required under this subsection 2.6(a), such excess shall be deemed to be optional Additional Accounts under subsection 2.6(b) below and will be permitted to be designated solely to the extent permitted by subsection 2.6(b).”

Additional Accounts. If, at (1) If the end of any Monthly Period the Free Equity Amount Pool Balance is less than the Minimum Free Equity Amount, unless the Free Equity Required Pool Amount as of a Reporting Day for a Reporting Period (calculated after giving effect to any payment of principal the calculations, allocations, remittances, deposits and adjustments to be made on each day during such Reporting Period), as determined on the Notes to occur on related Calculation Day, the following Payment Date) is at least equal to the Minimum Free Equity Amount as of the close of business on any day that is after the last day of such Monthly Period but Seller shall, on or prior to the 10th Business Day following the end of such Monthly Period (the “Required Designation Date”), Transferor shall, prior to the close of business on the tenth day (the “Required Designation Identification Date”) following such Calculation Day, require Originator to the extent such accounts are available and are not Accounts on such date, designate additional Eligible Credit Card Accounts within a Designated Portfolio to be included as “Accounts” under (Additional Accounts as of the Required Identification Date or any earlier date and as defined in) Transfer undivided co-ownership interests in the Bank Receivables Sale Agreementrelated Account Assets to the Co- Owners such that, and Transferor shall in turn designate such accounts (“Additional Accounts”) as Accounts for purposes of this Agreement in a sufficient amount such that the Free Equity Amount (calculated after giving effect to any payment of principal on such designation, the Notes to occur on the following Payment Date) as of the close of business on the Addition Date, is at least equal to the Minimum Free Equity Amount. In addition if at the end of any Monthly Period the Note Trust Principal Balance is less than the Required Principal Balance, unless the Note Trust Principal Balance is at least equal to the Required Principal Balance (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date) as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the Required Designation Date, Transferor shall, prior to the close of business on the Required Designation Date, require Originator to designate additional Eligible Accounts to be included as “Accounts” under (and as defined in) the Bank Receivables Sale Agreement, and Transferor shall in turn designate such accounts as Additional Accounts for purposes of this Agreement in a sufficient amount such that the Note Trust Principal Pool Balance as of the close of business on the Addition Date, Required Identification Date is at least equal to the Required Principal Balance (calculated after giving effect Pool Amount. The Seller shall satisfy the conditions specified in Section 2.8(3) in designating such Additional Accounts and Transferring undivided co-ownership interests in the related Account Assets to the Co-Owners, but shall not be subject to the quantitative limits specified in Section 2.8(2) with respect to Additional Accounts. For greater certainty, the failure of the Seller to designate Additional Accounts and Transfer undivided co-ownership interests in the related Account Assets to the Co-Owners as provided in this Section solely as a result of the unavailability thereof or any payment of principal limitation on the Notes Seller’s ability to occur on make such designation and Transfer shall not constitute a breach of this Agreement; provided, however, that any failure to otherwise remedy the following Payment Date). To Required Pool Amount deficiency will nevertheless result in the extent Transferor designates Additional occurrence of an Amortization Event in respect of a Series if the related Series Purchase Agreement so provides. (2) The Seller may from time to time, in its sole discretion, subject to the conditions specified in Section 2.8(3) voluntarily designate Credit Card Accounts with Principal Receivables substantially established in excess of the amount of Principal Receivables required under this subsection 2.6(a)a related Designated Portfolio, such excess shall be deemed to be optional Additional Accounts under subsection 2.6(b) below and will be permitted to be designated solely to the extent permitted by subsection 2.6(b).”such Credit Card Accounts are available and are not Accounts on such Addition Date, to be included as Additional Accounts as of the applicable Addition Date and thereby Transfer to the Co-Owners undivided co-ownership interests in the Account Assets of such Additional Accounts existing on and after a specified Addition Cut-Off Date; provided, however, that, except if each Rating Agency otherwise consents, (i) the sum of:

Additional Accounts. If, at (1) If the end of any Monthly Period the Free Equity Amount Pool Balance is less than the Minimum Free Equity Amount, unless the Free Equity Required Pool Amount as of a Reporting Day for a Reporting Period (calculated after giving effect to any payment of principal the calculations, allocations, remittances, deposits and adjustments to be made on each day during such Reporting Period), as determined on the Notes to occur on related Calculation Day, the following Payment Date) is at least equal to the Minimum Free Equity Amount as of the close of business on any day that is after the last day of such Monthly Period but Seller shall, on or prior to the 10th Business Day following the end of such Monthly Period (the “Required Designation Date”), Transferor shall, prior to the close of business on the tenth day (the “Required Designation Identification Date”) following such Calculation Day, require Originator to the extent such accounts are available and are not Accounts on such date, designate additional Eligible Credit Card Accounts to be included as “Accounts” under (Additional Accounts as of the Required Identification Date or any earlier date and as defined in) Transfer undivided co-ownership interests in the Bank Receivables Sale Agreementrelated Account Assets to the Co-Owners such that, and Transferor shall in turn designate such accounts (“Additional Accounts”) as Accounts for purposes of this Agreement in a sufficient amount such that the Free Equity Amount (calculated after giving effect to any payment of principal on such designation, the Notes to occur on the following Payment Date) as of the close of business on the Addition Date, is at least equal to the Minimum Free Equity Amount. In addition if at the end of any Monthly Period the Note Trust Principal Balance is less than the Required Principal Balance, unless the Note Trust Principal Balance is at least equal to the Required Principal Balance (calculated after giving effect to any payment of principal on the Notes to occur on the following Payment Date) as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the Required Designation Date, Transferor shall, prior to the close of business on the Required Designation Date, require Originator to designate additional Eligible Accounts to be included as “Accounts” under (and as defined in) the Bank Receivables Sale Agreement, and Transferor shall in turn designate such accounts as Additional Accounts for purposes of this Agreement in a sufficient amount such that the Note Trust Principal Pool Balance as of the close of business on the Addition Date, Required Identification Date is at least equal to the Required Principal Balance (calculated after giving effect Pool Amount. The Seller shall satisfy the conditions specified in Section 2.8(3) in designating such Additional Accounts and Transferring undivided co-ownership interests in the related Account Assets to the Co- Owners, but shall not be subject to the quantitative limits specified in Section 2.8(2) with respect to Additional Accounts. For greater certainty, the failure of the Seller to designate Additional Accounts and Transfer undivided co-ownership interests in the related Account Assets to the Co-Owners as provided in this Section solely as a result of the unavailability thereof or any payment of principal limitation on the Notes Seller’s ability to occur on make such designation and Transfer shall not constitute a breach of this Agreement; provided, however, that any failure to otherwise remedy the following Payment Date). To Required Pool Amount deficiency will nevertheless result in the extent Transferor designates Additional Accounts with Principal Receivables substantially occurrence of an Amortization Event in excess respect of a Series if the amount of Principal Receivables required under this subsection 2.6(a)related Series Purchase Agreement so provides. (2) The Seller may from time to time, such excess shall be deemed in its sole discretion, subject to be optional Additional Accounts under subsection 2.6(bthe conditions specified in Section 2.8(3) below and will be permitted to be designated solely voluntarily designate Credit Card Accounts, to the extent permitted by subsection 2.6(b).”such Credit Card Accounts are available and are not Accounts on such Addition Date, to be included as Additional Accounts as of the applicable Addition Date and thereby Transfer to the Co-Owners undivided co-ownership interests in the Account Assets of such Additional Accounts existing on and after a specified Addition Cut-Off Date; provided, however, that, except if the Rating Agency Condition is satisfied, (i) the sum of: