Common use of Automatic Additional Accounts Clause in Contracts

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase Agreement, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account.” Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”) until a date (the “Restart Date”) to be notified in writing by Transferor to Issuer by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the later of the date upon which they are createdcreated or otherwise designated as Automatic Additional Accounts, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to the Issuer upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “"Eligible Receivable” " and “"Eligible Account.” " The Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”"AUTOMATIC ADDITION TERMINATION DATE"), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”"AUTOMATIC ADDITION SUSPENSION DATE") until a date (the “Restart Date”) to be notified in writing by the Transferor to Issuer the Owner Trustee and Indenture Trustee (the "RESTART DATE") by delivering to Issuerthe Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency ten days prior written notice of such election at least 10 ten (10) days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an any Automatic Addition Termination Date, an Automatic Addition Suspension Date and a or Restart Date, the Transferor and the Owner Trustee agree to execute, and the Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 SECTION 2.01 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts an Account Schedule by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any Receivables or related Transferred Assets in credit card accounts that would otherwise have been Automatic Additional Accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the later of the date upon which they are createdcreated or otherwise designated as Automatic Additional Accounts, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to the Issuer upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “"Eligible Receivable” " and “"Eligible Account.” " The Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “"Automatic Addition Termination Date”"), or suspend any such inclusion as of any Business Day (an “"Automatic Addition Suspension Date”") until a date (the “Restart Date”) to be notified in writing by the Transferor to Issuer the Owner Trustee and Indenture Trustee (the "Restart Date") by delivering to Issuerthe Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency ten days prior written notice of such election at least 10 ten (10) days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an any Automatic Addition Termination Date, an Automatic Addition Suspension Date and a or Restart Date, the Transferor and the Owner Trustee agree to execute, and the Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 2.01 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts an Account Schedule by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any Receivables or related Transferred Assets in credit card accounts that would otherwise have been Automatic Additional Accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to the limitations specified below in this Section SECTION 2.6(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase Agreement, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “"Eligible Receivable” " and “"Eligible Account.” " Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”"AUTOMATIC ADDITION TERMINATION DATE"), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”"AUTOMATIC ADDITION SUSPENSION DATE") until a date (the “Restart Date”"RESTART DATE") to be notified in writing by Transferor to Issuer by delivering to IssuerOwner Trustee, Indenture Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor and Issuer agree to execute, and Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section SECTION 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser greater of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over OVER (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and year (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of including, with respect to the fiscal quarter of Transferor year in which the Addition Certificate Trust Termination Date occurs over (2) occurs, the aggregate amount of "Automatic Additional Accounts Accounts" and "Supplemental Accounts Accounts" under (and as defined in the Pooling and Servicing Agreement), the Addition Date (as defined in the Pooling and Servicing Agreement) for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversaryyear); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).and

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a2.6(c), the applicable conditions specified in subsection 2.6(d) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor the Seller pursuant to the Receivables Purchase Agreement, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account.” Transferor The Seller may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”) until a date (the “Restart Date”) to be notified in writing by Transferor the Seller to Issuer the Trust by delivering to Issuer, Indenture the Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each any of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor the Seller agrees to authorize, record and file (and the Trustee authorizes the Seller to record and file file) at its the Seller’s own expense, an expense such amendment to the financing statements referred to in Section 2.1 as may be necessary to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoingIn addition, during any period after an Automatic Addition Limitation Event has occurred and before unless the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accountssatisfied, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Accounts, plus the aggregate balance of Receivables in Supplemental Accounts added without satisfaction of the Rating Agency Condition, in each case designated during the twelve month (or shorter) period beginning on the first day of the calendar year in which such addition would occur would exceed 15% of the aggregate balance of Receivables determined as of the first day of such calendar year; or (ii) the aggregate balance of Receivables in Automatic Additional Accounts, plus the aggregate balance of Receivables in Supplemental Accounts added without satisfaction of the Rating Agency Condition, in each case designated during any calendar quarter commencing in January, April, July and October of each calendar year would exceed 10% of the aggregate balance of Receivables determined as of the first day of the calendar year during which such calendar quarter commences; or (iii) the number of Automatic Additional Accounts, plus the number of Supplemental Accounts added without satisfaction of the Rating Agency Condition, in each case designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) first day of the calendar year in which such addition would occur would exceed an amount equal to 2015% of the aggregate balance number of Principal Receivables Accounts determined as of the first day after the Additional Limitation Event (or of such anniversary)calendar year; or (iiiv) the aggregate balance number of Principal Receivables in Automatic Additional Accounts and Accounts, plus the number of Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day added without satisfaction of the third month Rating Agency Condition, in each case designated in any calendar quarter commencing thereafter or of any ensuing third month) in January, April, July and October would exceed 1510% of the aggregate balance number of Principal Receivables Accounts determined as of the first day after the occurrence of the calendar year during which such calendar quarter commences. The Seller may from time to time, at its sole discretion, subject to the limitations described in the preceding clauses (i) through (iv) and the conditions described in Subsection 2.6(d), designate additional Eligible Accounts to be included as Supplemental Accounts as of the applicable Addition Date. Notwithstanding anything to the contrary in Subsection 2.6(d), with respect to the addition of Automatic Additional Limitation Event Accounts, the conditions in clauses (or vii) and (viii) of Subsection 2.6(d) are required to be satisfied by the first Determination Date following the last day of the Due Period in which such third month or ensuing third monthAutomatic Additional Accounts are designated. (ii) Section 2.6(d) is hereby amended by deleting the words “clauses (i) and (vi).” and substituting with the words “clauses (i), (ii) and (vi)” therefor and by amending clauses (iv) and (v) thereof in their entirety to read as follows:

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) 2.05 and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts new individual wholesale financing accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase Agreement, whether such Receivables are then existing or thereafter created, shall be transferred automatically to the Issuer upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “"Eligible Receivable” " and “"Eligible Account.” " Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “"Automatic Addition Termination Date”"), or suspend any such inclusion as of any Business Day (an “"Automatic Addition Suspension Date”") until a date (the “"Restart Date”") to be notified in writing by Transferor to Issuer by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten 10 days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor and Issuer agree to execute, and Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Unless each Rating Agency Condition has been satisfied as to otherwise consents, the resumption number of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on added to the Issuer with respect to any Addition Date if of the three consecutive Collection Periods beginning in January, April, July and October of each calendar year may not exceed [ ]% of the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal calendar year of Transferor in during which such Collection Periods commence and the Addition Date occurs over (2) the aggregate amount number of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of designated during any such fiscal year; and (ii) the excess (if any) of (1) 15calendar year shall not exceed [ ]% of the aggregate number of Accounts determined as of the first day of such calendar year. On or before the fiscal quarter first Business Day of each Collection Period beginning in January, April, July and October of each calendar year, the Transferor in which shall have requested and obtained notification from each Rating Agency of any limitations to the Addition Date occurs over (2) right of the aggregate amount of Transferor to designate Eligible Accounts as Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an which includes such Collection Period. To the extent that Automatic Additional Limitation Event has occurred and Accounts have been added to the Issuer during the three consecutive Collection Periods ending in the calendar month prior to such date, on or before January 31, April 30, July 31, October 31 of each calendar year, the Indenture Trustee shall have received confirmation from each Rating Agency Condition has been satisfied that the addition of all Automatic Additional Accounts included as Accounts during the three consecutive Collection Periods ending in the calendar month prior to such date shall not have resulted in any applicable Rating Agency reducing or withdrawing its rating of any outstanding Series or Class of Notes. On or before January 31 and July 31 of each calendar year, the Transferor shall deliver to the resumption Indenture Trustee, each Rating Agency and any Enhancement Provider an Opinion of treating new accounts Counsel with respect to the Automatic Additional Accounts included as Accounts during the preceding calendar year confirming the validity and perfection of each transfer of the Receivables in such Automatic Additional Accounts, no new accounts that would otherwise be . If such Rating Agency confirmation or such Opinion of Counsel with respect to any Automatic Additional Accounts shall be treated as is not so received, such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on will be removed from the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables Issuer, in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month)accordance with Section 2.07.

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “"Eligible Receivable” " and “"Eligible Account.” " Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”"AUTOMATIC ADDITION TERMINATION DATE"), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”"AUTOMATIC ADDITION SUSPENSION DATE") until a date (the “Restart Date”"RESTART DATE") to be notified in writing by Transferor to Issuer Trustee by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor and Trustee agree to execute, and Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section SECTION 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject Following the Certificate Trust Termination Date and subject to the limitations specified below in this Section 2.6(a), the applicable conditions specified in subsection 2.6(d) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase Agreement, whether such Receivables are then existing or thereafter created, shall be transferred automatically to the Issuer upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account.” Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”) until a date (the “Restart Date”) to be notified in writing by Transferor to Issuer by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each any of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor agrees to authorize, record and file (and the Issuer authorizes the Transferor to record and file) at its the Transferor’s own expense, expense an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoingIn addition, during any period after an Automatic Addition Limitation Event has occurred and before unless the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accountssatisfied, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Accounts, plus the aggregate balance of Receivables in Supplemental Accounts added without satisfaction of the Rating Agency Condition, in each case designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) first day of the calendar year in which such addition would occur would exceed an amount equal to 2015% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or of such anniversary)calendar year; or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Accounts, plus the aggregate balance of Receivables in Supplemental Accounts added without satisfaction of the Rating Agency Condition, in each case designated during any calendar quarter commencing in January, April, July and October of each calendar year would exceed 10% of the aggregate balance of Receivables determined as of the first day of the calendar year during which such calendar quarter commences; or (iii) the number of Automatic Additional Accounts, plus the number of Supplemental Accounts added without satisfaction of the Rating Agency Condition, in each case designated during a three twelve month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) calendar year in which such addition would occur would exceed 15% of the aggregate balance number of Principal Receivables Accounts determined as of the first day after of such calendar year; or (iv) the occurrence number of Automatic Additional Accounts, plus the number of Supplemental Accounts added without satisfaction of the Additional Limitation Event (or Rating Agency Condition, in each case designated in any calendar quarter commencing in January, April, July and October would exceed 10% of the number of Accounts determined as of the first day of the calendar year during which such third month or ensuing third monthcalendar quarter commences. The Transferor may from time to time, at its sole discretion, subject to the limitations described in the preceding clauses (i) through (iv) and the condition described in subsection 2.6(d), designate additional Eligible Accounts to be included as Supplemental Accounts as of the applicable Addition Date. Notwithstanding anything to the contrary in subsection 2.6(d), with respect to the addition of Automatic Additional Accounts, the conditions in clauses (vii) and (viii) of subsection 2.6(d) are required to be satisfied by the Determination Date following the last day of the Due Period in which such Automatic Additional Accounts are designated.

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture SupplementSupplement (which Supplement shall be subject to the terms of Section 13.01 to the extent it amends any of the terms of this Agreement), Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “"Eligible Receivable” " and “"Eligible Account.” " The Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “"Automatic Addition Termination Date”"), or suspend any such inclusion as of any Business Day (an “"Automatic Addition Suspension Date”") until a date (the “"Restart Date”") to be notified in writing by Transferor to Issuer Trustee by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor and Trustee agree to execute, and Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) 2.05 and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts new individual wholesale financing accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase Agreement, whether such Receivables are then existing or thereafter created, shall be transferred automatically to the Issuer upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “"Eligible Receivable” " and “21 TRANSFER AND SERVICING AGREEMENT "Eligible Account.” " Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “"Automatic Addition Termination Date”"), or suspend any such inclusion as of any Business Day (an “"Automatic Addition Suspension Date”") until a date (the “"Restart Date”") to be notified in writing by Transferor to Issuer by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten 10 days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor and Issuer agree to execute, and Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Unless each Rating Agency Condition has been satisfied as to otherwise consents, the resumption number of, or the aggregate balance of treating new accounts as Automatic Additional AccountsReceivables in, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on designated during any Addition Date if of the number three consecutive Collection Periods beginning in January, April, July and October of such Automatic Additional Accounts would each calendar year may not exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 205.00% of the number of, or the aggregate number balance of Receivables in, Accounts determined as of the first day of the fiscal calendar year of Transferor in during which such Collection Periods commence and the Addition Date occurs over (2) number of, or the aggregate amount balance of Receivables in, Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of designated during any such fiscal year; and (ii) the excess (if any) of (1) 15calendar year shall not exceed 20.00% of the number of, or the aggregate number balance of Receivables in, Accounts determined as of the first day of such calendar year. On or before the fiscal quarter first Business Day of each Collection Period beginning in January, April, July and October of each calendar year, the Transferor in which shall have requested and obtained notification from each Rating Agency of any limitations to the Addition Date occurs over (2) right of the aggregate amount of Transferor to designate Eligible Accounts as Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an which includes such Collection Period. To the extent that Automatic Additional Limitation Event has occurred and Accounts have been added to the Issuer during the three consecutive Collection Periods ending in the calendar month prior to such date, on or before January 31, April 30, July 31, October 31 of each calendar year, the Indenture Trustee shall have received confirmation from each Rating Agency Condition has been satisfied that the addition of all Automatic Additional Accounts included as Accounts during the three consecutive Collection Periods ending in the calendar month prior to such date shall not have resulted in any applicable Rating Agency reducing or withdrawing its rating of any outstanding Series or Class of Notes. On or before January 31 and July 31 of each calendar year, the Transferor shall deliver to the resumption Indenture Trustee, each Rating Agency and any Enhancement Provider an Opinion of treating new accounts Counsel with respect to the Automatic Additional Accounts included as Accounts during the preceding calendar year confirming the validity and perfection of each transfer of the Receivables in such Automatic Additional Accounts, no new accounts that would otherwise be . If such Rating Agency confirmation or such Opinion of Counsel with respect to any Automatic Additional Accounts shall be treated as is not so received, such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on will be removed from the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables Issuer, in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month)accordance with Section 2.07.

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account.” Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”) until a date (the “Restart Date”) to be notified in writing by Transferor to Issuer Trustee by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor and Trustee agree to execute, and Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall account arising in the Valuevision International Inc. portfolio will be treated as such on any Addition Date if the number of such an Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) Account if, as a result of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) doing so, the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on in the Additional Limitation Event (or any anniversary thereof) [Valuevision International Inc. portfolio would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month)$10,000,000.

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase Agreement, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account.” and other criteria specified upon designation of the applicable portfolio as an Approved Portfolio. Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”) until a date (the “Restart Date”) to be notified in writing by Transferor to Issuer by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to (i) All accounts which meet the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, definition of Automatic Additional Accounts shall be included as Accounts from and after the date upon which they such Automatic Additional Accounts are created, created and all Receivables in such Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creationpurchase by the Transferor. For all purposes of this Agreement, all receivables relating to of such Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account.” creation. The Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “"Automatic Addition Termination Date”"), or suspend any such inclusion as of any Business Day (an “"Automatic Addition Suspension Date”") until a date (the “"Restart Date”") to be notified in writing by the Transferor to Issuer the Trustee by delivering to Issuer, Indenture the Trustee, the Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Date or Automatic Addition Suspension Date or Restart Date, as the case may bedate. Promptly after each of an Automatic Addition Termination Date, an Date or any Automatic Addition Suspension Date and Date, or a Restart Date, the Transferor and the Trustee agree to execute and the Transferor agrees to record and file at its own expense, expense an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or any Automatic Addition Suspension Date. Notwithstanding . (ii) The Transferor shall not be permitted to continue to designate Automatic Additional Accounts to be included as Accounts pursuant to this subsection 2.9(d) (and the foregoing, during any period after Determination Date on which such determination is made shall be also referred to as an "Automatic Addition Limitation Event has occurred Suspension Date") unless: (I) the arithmetic average for the three Monthly Periods preceding the then current Monthly Period, of the annualized percentage equivalent of a fraction for each respective Monthly Period, the numerator of which is equal to the Defaulted Amount for the respective Monthly Period and before the denominator of which is equal to the aggregate Principal Receivables as of the first day of the respective Monthly Period, is less than 10.50%; (II) the arithmetic average for the three Monthly Periods preceding the then current Monthly Period, of the percentage equivalent of a fraction for each respective Monthly Period, the numerator of which is equal to the amount of Collections received during the respective Monthly Period and the denominator of which is equal to the aggregate Principal Receivables as of the first day of the respective Monthly Period, is greater than or equal to 10.0%; (III) the arithmetic average for the three Monthly Periods preceding the then current Monthly Period of the Trust Portfolio Yield minus the weighted arithmetic average of the Base Rates for each Series then outstanding for such three Monthly Periods is greater than or equal to 1.5%; (IV) the number of accounts to be included as Automatic Additional Accounts with respect to the related six-month period is less than or equal to 30% of the number of Accounts as of the first day of such six-month period; provided, however, that the designation of Automatic Additional Accounts shall be permitted to continue in the event that as of any date of determination on which (x) any of the conditions in clauses (I) through (III) listed above is not met, and if the Aggregate Addition Limit would be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts or (y) the condition in clause (IV) above would not be satisfied because the threshold specified therein would be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts, the Rating Agency Condition shall have been satisfied with respect to such inclusion; (V) on each Determination Date, the Transferor shall have delivered to the Rating Agencies and the Trustee an Officer's Certificate, certifying (i) that each Automatic Additional Account designated as an Eligible Account is an Eligible Account and (ii) that either (x) the conditions under clauses (I), (II) or (III) above shall be satisfied or the Aggregate Addition Limit would not be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts and the limitation under clause (IV) above will not be exceeded or (y) if the conditions under clauses (I), (II) or (III) shall not be satisfied and the Aggregate Addition Limit would be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts, or the condition under clause (IV) above would not be satisfied because the threshold specified therein would be exceeded as a result of the inclusion of Automatic Additional Accounts as Accounts, the Rating Agency Condition has been satisfied with respect to such inclusion; and (VI) as of the Addition Date, (x) no Insolvency Event with respect to the resumption Credit Card Originator, TCC or the Transferor shall have occurred, (y) the Credit Card Originator, TCC and the Transferor shall not be insolvent and (z) the transfer of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be the Receivables arising in the Automatic Additional Accounts to the Trust shall be treated not have been made in contemplation of the occurrence of an Insolvency Event or the insolvency thereof. (iii) If the conditions of clauses (I) through (III) of clause (ii) above are not satisfied and clause (IV) of clause (ii) above is satisfied, the Transferor intends to continue to automatically add accounts so long as such on the Aggregate Addition Limit is not exceeded. Upon either (x) any one of the conditions set forth in clauses (I) through (III) of clause (ii) above not being satisfied and the Aggregate Addition Date if Limit being exceeded or (y) the number condition set forth in clause (IV) above not being satisfied because the threshold specified therein has been exceeded as specified in an Officer's Certificate of such the Transferor delivered pursuant to clause (ii)(V) above, the Transferor shall cease to designate Automatic Additional Accounts would exceed an amount equal to be included as Accounts pursuant to this subsection 2.9(d) until a date (the "Restart Date") specified in a written notice given by the Transferor to the lesser of: Trustee; provided, however, that the Transferor shall specify in such notice that on such Restart Date (ix) the excess conditions under clauses (if anyI) through (III) of clause (1ii) 20% above will be satisfied or the Aggregate Addition Limit would not be exceeded as a result of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount inclusion of Automatic Additional Accounts as Accounts and Supplemental Accounts the Addition condition under clause (ii)(IV) above will be satisfied on the Restart Date for which has occurred since the first day of such fiscal year; and and (iiy) the excess (if any) of (1) 15% all accounts of the aggregate number of Credit Card Originators shall have been designated Accounts determined either as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as prior to the resumption of treating new accounts Automatic Addition Suspension Date or as Automatic Additional Supplemental Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to (i) All accounts which meet the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, definition of Automatic Additional Accounts shall be included as Accounts from and after the date upon which they such Automatic Additional Accounts are created, created and all Receivables in such Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creationpurchase by the Transferor. For all purposes of this Agreement, all receivables relating to of such Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account.” creation. The Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “"Automatic Addition Termination Date”"), or suspend any such inclusion as of any Business Day (an “"Automatic Addition Suspension Date”") until a date (the “"Restart Date”") to be notified in writing by the Transferor to Issuer the Trustee in each case by delivering to Issuer, Indenture the Trustee, the Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Date or Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Date or any Automatic Addition Suspension Date and Date, or a Restart Date, the Transferor and the Trustee agree to execute and the Transferor agrees to record and file at its own expense, expense an amendment to the financing statements referred to in Section 2.1 hereof to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or any Automatic Addition Suspension Date. Notwithstanding . (ii) The Transferor shall not be permitted to continue to designate Automatic Additional Accounts to be included as Accounts pursuant to this subsection 2.9(d) (and the foregoing, during any period after date on which such determination is made shall be also referred to as an "Automatic Addition Limitation Event has occurred Suspension Date") if the Aggregate Addition Limit would be exceeded as a result of the inclusion of such Automatic Additional Accounts as Ac- counts. On each Determination Date, the Transferor shall have delivered to the Rating Agencies and before the Trustee an Officer's Certificate, certifying (i) that each Automatic Additional Account designated as an Eligible Account is an Eligible Account and (ii) that the Aggregate Addition Limit would not be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts or (y) if the Aggregate Addition Limit would be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts, that the Rating Agency Condition has been satisfied as with re- spect to such inclusion. As of the Addition Date, (x) no Insolvency Event with respect to the resumption Credit Card Originator or the Transferor shall have occurred, (y) the Credit Card Originator and the Transferor shall not be insolvent and (z) the transfer of treating new the Receivables arising in the Automatic Addi- tional Accounts to the Trust shall not have been made in con- templation of the occurrence of an Insolvency Event or the in- solvency thereof. (iii) The Transferor intends to continue to automatically add accounts so long as Automatic Additional Accountsthe Aggre- gate Addition Limit is not exceeded. Upon the Aggregate Addi- tion Limit being exceeded, no new accounts that would otherwise be the Transferor shall cease to designate Automatic Additional Accounts shall to be treated included as such on any Addition Date if Accounts pursuant to this subsection 2.9(d) until a date (the number of such Automatic Additional Accounts would exceed an amount equal "Restart Date") specified in a written notice given by the Transferor to the lesser of: Trustee; provided, however, that the Transferor shall specify in such notice that on such Restart Date (ix) the excess (if any) of (1) 20% Aggregate Addition Limit would not be exceeded as a result of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount inclusion of Automatic Additional Accounts as Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (iiy) the excess (if any) of (1) 15% all accounts of the aggregate number of Credit Card Originator shall have been designated Accounts determined either as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as prior to the resumption of treating new accounts Automatic Addition Suspension Date or as Automatic Additional Supplemental Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to (i) All accounts which meet the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, definition of Automatic Additional Accounts shall be included as Accounts from and after the date upon which they such Automatic Additional Accounts are created, created and all Receivables in such Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creationpurchase by the Transferor. For all purposes of this Agreement, all receivables relating to of such Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account.” creation. The Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”) until a date (the “Restart Date”) to be notified in writing by the Transferor to Issuer the Trustee by delivering to Issuer, Indenture the Trustee, the Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Date or Automatic Addition Suspension Date or Restart Date, as the case may bedate. Promptly after each of an Automatic Addition Termination Date, an Date or any Automatic Addition Suspension Date and Date, or a Restart Date, the Transferor and the Trustee agree to execute and the Transferor agrees to record and file at its own expense, expense an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or any Automatic Addition Suspension Date. Notwithstanding . (ii) The Transferor shall not be permitted to continue to designate Automatic Additional Accounts to be included as Accounts pursuant to this subsection 2.9(d) (and the foregoing, during any period after Determination Date on which such determination is made shall be also referred to as an “Automatic Addition Limitation Event has occurred Suspension Date”) unless: (I) the arithmetic average for the three Monthly Periods preceding the then current Monthly Period, of the annualized percentage equivalent of a fraction for each respective Monthly Period, the numerator of which is equal to the Defaulted Amount for the respective Monthly Period and before the denominator of which is equal to the aggregate Principal Receivables as of the first day of the respective Monthly Period, is less than 10.50%; (II) the arithmetic average for the three Monthly Periods preceding the then current Monthly Period, of the percentage equivalent of a fraction for each respective Monthly Period, the numerator of which is equal to the amount of Collections received during the respective Monthly Period and the denominator of which is equal to the aggregate Principal Receivables as of the first day of the respective Monthly Period, is greater than or equal to 10.0%; (III) the arithmetic average for the three Monthly Periods preceding the then current Monthly Period of the Trust Portfolio Yield minus the weighted arithmetic average of the Base Rates for each Series then outstanding for such three Monthly Periods is greater than or equal to 1.5%; (IV) the number of accounts to be included as Automatic Additional Accounts with respect to the related six-month period is less than or equal to 30% of the number of Accounts as of the first day of such six-month period; (V) provided, however, that the designation of Automatic Additional Accounts shall be permitted to continue in the event that as of any date of determination on which (x) any of the conditions in clauses (I) through (III) listed above is not met, and if the Aggregate Addition Limit would be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts or (y) the condition in clause (IV) above would not be satisfied because the threshold specified therein would be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts, the Rating Agency Condition shall have been satisfied with respect to such inclusion; (VI) on each Determination Date, the Transferor shall have delivered to the Rating Agencies and the Trustee an Officer’s Certificate, certifying (i) that each Automatic Additional Account designated as an Eligible Account is an Eligible Account and (ii) that either (x) the conditions under clauses (I), (II) or (III) above shall be satisfied or the Aggregate Addition Limit would not be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts and the limitation under clause (IV) above will not be exceeded or (y) if the conditions under clauses (I), (II) or (III) shall not be satisfied and the Aggregate Addition Limit would be exceeded as a result of the inclusion of such Automatic Additional Accounts as Accounts, or the condition under clause (IV) above would not be satisfied because the threshold specified therein would be exceeded as a result of the inclusion of Automatic Additional Accounts as Accounts, the Rating Agency Condition has been satisfied with respect to such inclusion; and (VII) as of the Addition Date, (x) no Insolvency Event with respect to the resumption Credit Card Originator, TCC or the Transferor shall have occurred, (y) the Credit Card Originator, TCC and the Transferor shall not be insolvent and (z) the transfer of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be the Receivables arising in the Automatic Additional Accounts to the Trust shall be treated not have been made in contemplation of the occurrence of an Insolvency Event or the insolvency thereof. (iii) If the conditions of clauses (I) through (III) of clause (ii) above are not satisfied and clause (IV) of clause (ii) above is satisfied, the Transferor intends to continue to automatically add accounts so long as such on the Aggregate Addition Limit is not exceeded. Upon either (x) any one of the conditions set forth in clauses (I) through (III) of clause (ii) above not being satisfied and the Aggregate Addition Date if Limit being exceeded or (y) the number condition set forth in clause (IV) above not being satisfied because the threshold specified therein has been exceeded as specified in an Officer’s Certificate of such the Transferor delivered pursuant to clause (ii)(V) above, the Transferor shall cease to designate Automatic Additional Accounts would exceed an amount equal to be included as Accounts pursuant to this subsection 2.9(d) until a date (the “Restart Date”) specified in a written notice given by the Transferor to the lesser of: Trustee; provided, however, that the Transferor shall specify in such notice that on such Restart Date (ix) the excess conditions under clauses (if anyI) through (III) of clause (1ii) 20% above will be satisfied or the Aggregate Addition Limit would not be exceeded as a result of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount inclusion of Automatic Additional Accounts as Accounts and Supplemental Accounts the Addition condition under clause (ii)(IV) above will be satisfied on the Restart Date for which has occurred since the first day of such fiscal year; and and (iiy) the excess (if any) of (1) 15% all accounts of the aggregate number of Credit Card Originators shall have been designated Accounts determined either as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as prior to the resumption of treating new accounts Automatic Addition Suspension Date or as Automatic Additional Supplemental Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the later of the date upon which they are createdcreated and the date on which they are designated as Automatic Additional Accounts, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to the Issuer upon the later of the date of their creationcreation and the date on which the Automatic Additional Accounts in which such Receivables arise are designated pursuant to this Section 2.09(a). For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon the later of the date of their creation and the date on which the Automatic Additional Accounts in which such Receivables arise are designated pursuant to this Section 2.09(a) and shall be subject to the eligibility criteria specified in the definitions of “Eligible Receivable” and “Eligible Account.” The Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”) until a date to be notified in writing by the Transferor to the Owner Trustee and Indenture Trustee (the “Restart Date”) to be notified in writing by Transferor to Issuer by delivering to Issuerthe Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency ten days prior written notice of such election at least 10 ten (10) days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an any Automatic Addition Termination Date, an Automatic Addition Suspension Date and a or Restart Date, the Transferor agrees to record and shall file at its own expense, an amendment to the financing statements referred to in Section 2.1 2.01 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts an Account Schedule by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any Receivables or related Transferred Assets in credit card accounts that would otherwise have been Automatic Additional Accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to the limitations specified below in this Section SECTION 2.6(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase Agreement, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “"Eligible Receivable” " and “"Eligible Account.” " Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “Automatic Addition Termination Date”"AUTOMATIC ADDITION TERMINATION DATE"), or suspend any such inclusion as of any Business Day (an “Automatic Addition Suspension Date”"AUTOMATIC ADDITION SUSPENSION DATE") until a date (the “Restart Date”"RESTART DATE") to be notified in writing by Transferor to Issuer by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor and Issuer agree to execute, and Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section SECTION 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over OVER (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year (including, with respect to the fiscal year in which the Certificate Trust Termination Date occurs, the amount of "Automatic Additional Accounts" and "Supplemental Accounts" under (and as defined in the Pooling and Servicing Agreement), the Addition Date (as defined in the Pooling and Servicing Agreement) for which has occurred since the first day of such fiscal year); and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over OVER (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter (including, with respect to the fiscal year in which the Certificate Trust Termination Date occurs, the amount of "Automatic Additional Accounts" and "Supplemental Account" under (and as defined in) the Pooling and Servicing Agreement, the Addition Date (as defined in the Pooling and Servicing Agreement) for which has occurred since the first day of such fiscal quarter). In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to the excess (if any) of 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of 18 the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(asubsection 2.09(d) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creation. For all purposes of this Agreementthe foregoing, all receivables relating to "Automatic Additional Accounts" means revolving credit card accounts or other consumer revolving or installment credit accounts that are (x) originated after March 1, 1995, by an Account Originator and (y) of a type included as Initial Accounts shall be treated as Receivables upon their creation and shall be subject or that have previously been listed in the Restatement Date Account Schedule or included in any Addition (that, with respect to any Addition, satisfies the Account Guidelines) effected in accordance with all of the conditions specified in subsection 2.09(c) or (d); provided however, the Seller may add other types of Accounts pursuant to this Section 2.09(d) if the Rating Agencies consent, in writing, to the eligibility criteria specified in the definitions addition of “Eligible Receivable” and “Eligible Account.” Transferor such other types of Accounts. The Seller may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “"Automatic Addition Termination Date”"), or suspend any such inclusion as of any Business Day (an “"Automatic Addition Suspension Date”") until a date (the “"Restart Date”") to be notified in writing by Transferor the Seller to Issuer the Trustee by delivering to Issuer, Indenture the Trustee, Servicer and each Rating Agency at least ten days days' prior written notice of such election at least 10 days prior with respect to such an Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor the Seller and the Trustee agree to execute, and the Seller agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 2.01 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional AccountsIn addition, no new accounts that would otherwise created on any day shall be Automatic Additional Accounts unless all of the following conditions shall be treated have been satisfied as such on any Addition Date of that day: (i) if the number Aggregate Addition Limit would be exceeded as a result of the inclusion of such Automatic Additional Accounts would exceed an amount equal to as Accounts, the lesser of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal yearRating Agency Condition shall have been satisfied with respect thereto; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts Seller shall have executed and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as delivered to the resumption Trustee copies of treating new accounts as UCCl financing statements covering such Automatic Additional Accounts, if necessary to perfect the Trust's interest in the Receivables arising thereunder; and (iii) as of each of the Addition Cut-Off Date and the Addition Date, (x) no new accounts that would otherwise Insolvency Event with respect to any applicable Account Originator or the Seller shall have occurred, (y) no applicable Account Originator or the Seller shall be Automatic insolvent and (z) the transfer of the Receivables arising in the Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day Participation Interests to the Trust shall not have been made in contemplation of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation an Insolvency Event (or the first day of such third month or ensuing third month)insolvency thereof.

Automatic Additional Accounts. Subject to the limitations specified below in this Section 2.6(a2.8(a) and to any further limitations specified in any Indenture Supplement, Automatic Additional Accounts shall be included as Accounts from and after the date upon which they are created, and all Receivables in Automatic Additional Accounts purchased by Transferor pursuant to the Receivables Purchase AgreementAccounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to Issuer the Trust upon their creation. For all purposes of this Agreement, all receivables relating to Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of “"Eligible Receivable” " and “"Eligible Account.” " Transferor may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the “"Automatic Addition Termination Date”"), or suspend any such inclusion as of any Business Day (an “"Automatic Addition Suspension Date”") until a date (the “"Restart Date”") to be notified in writing by Transferor to Issuer Trustee by delivering to Issuer, Indenture Trustee, Servicer and each Rating Agency ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date, Automatic Addition Suspension Date or Restart Date, as the case may be. Promptly after each of an Automatic Addition Termination Date, an Automatic Addition Suspension Date and a Restart Date, Transferor and Trustee agree to execute, and Transferor agrees to record and file at its own expense, an amendment to the financing statements referred to in Section 2.1 to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or Automatic Addition Suspension Date. Notwithstanding the foregoing, during any period after an Automatic Addition Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if the number of such Automatic Additional Accounts would exceed an amount equal to the lesser greater of: (i) the excess (if any) of (1) 20% of the aggregate number of Accounts determined as of the first day of the fiscal year of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal year; and (ii) the excess (if any) of (1) 15% of the aggregate number of Accounts determined as of the first day of the fiscal quarter of Transferor in which the Addition Date occurs over (2) the aggregate amount of Automatic Additional Accounts and Supplemental Accounts the Addition Date for which has occurred since the first day of such fiscal quarter. In addition, during any period after an Additional Limitation Event has occurred and before the Rating Agency Condition has been satisfied as to the resumption of treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts shall be treated as such on any Addition Date if: (i) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a twelve month (or shorter) period beginning on the Additional Limitation Event (or any anniversary thereof) would exceed an amount equal to 20% of the aggregate balance of Principal Receivables determined as of the first day after the Additional Limitation Event (or such anniversary); or (ii) the aggregate balance of Principal Receivables in Automatic Additional Accounts and Supplemental Accounts designated during a three month (or shorter) period beginning on the Additional Limitation Event (or the first day of the third month commencing thereafter or of any ensuing third month) would exceed 15% of the aggregate balance of Principal Receivables determined as of the first day after the occurrence of the Additional Limitation Event (or the first day of such third month or ensuing third month).