Common use of Automatic Additional Accounts Clause in Contracts

Automatic Additional Accounts. (i) The Transferor may from time to time, at its sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the applicable conditions specified in paragraph (d) below, designate Eligible Accounts to be included as Accounts as of the applicable Addition Date. For purposes of this paragraph, Eligible Accounts shall be deemed to include only revolving credit card accounts or other revolving credit accounts which are (x) originated by an Account Owner or any Affiliate of an Account Owner and (y) of a type included as Initial Accounts or which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below. (ii) The Transferor shall not be permitted to designate Automatic Additional Accounts pursuant to clause (i) above with respect to any of the three (3) consecutive Monthly Periods commencing in January, April, July and October of each calendar year unless on or before the first Business Day of such three (3) consecutive Monthly Periods, the Transferor shall have requested each Rating Agency to notify, and each Rating Agency shall have notified, the Transferor, the Servicer and the Trustee of the limitations (other than the limitations described in this Agreement), if any, to the right of the Transferor to designate Automatic Additional Accounts during such three (3) consecutive Monthly Periods; provided, however, that on or before twenty (20) days following the last Business Day of such three (3) consecutive Monthly Periods, the Transferor shall have received written confirmation from each Rating Agency that each such designation of Automatic Additional Accounts will not have a Ratings Effect and shall have delivered copies of each such confirmation to the Servicer and the Trustee. Unless Standard & Poor’s otherwise consents, the number of Automatic Additional Accounts plus the number of Accounts added pursuant to Section 2.08(a), without the prior notice of Standard & Poor’s as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit; provided, however, if the Aggregate Addition Limit is exceeded for purposes of Section 2.08(a), the Transferor shall have delivered written notice to Xxxxx’x of any such Addition. Unless Xxxxx’x otherwise consents, the number of Automatic Additional Accounts added pursuant to Section 2.08(c), without prior notice of Xxxxx’x as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit. (iii) On or before March 31, June 30, September 30 and December 31 of each calendar year, commencing on December 31, 2002, the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d), with respect to the Automatic Additional Accounts included as Accounts during the preceding three-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts; provided, however, if the long-term unsecured debt rating or certificate of deposit rating of the related Account Owner is withdrawn or reduced below BBB- by Standard & Poor’s (and only for so long as the applicable rating is below BBB- by Standard & Poor’s), the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d) on or before the last Business Day of each calendar month, commencing on the last Business Day of the calendar month immediately following the month in which such withdrawal or reduction occurs, with respect to the Automatic Additional Accounts owned by such Account Owner included as Accounts during the preceding one-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts. Such Opinion of Counsel shall be provided by outside counsel. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, the ability of the Transferor to designate Automatic Additional Accounts will be suspended until such time as each Rating Agency otherwise consents in writing or such accounts are removed from the Trust. If the applicable Transferor is unable to deliver such Opinion of Counsel with respect to the Receivables in any Automatic Additional Account, such inability shall be deemed to be a breach of the representation in Section 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05.

Automatic Additional Accounts. (i) The Each Transferor may from time to time, at its sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the applicable conditions specified in paragraph (d) below, designate Eligible Accounts to be included as Accounts as of the applicable Addition Additional Cut-Off Date. For purposes of this paragraph, Eligible Accounts shall be deemed to include only revolving credit card accounts or other revolving credit accounts which are (x) originated by an Account Owner or any Affiliate of an Account Owner and (y) of a type included as Initial Accounts or which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below. (ii) The Transferor Transferors shall not be permitted to designate Automatic Additional Accounts pursuant to clause (i) above with respect to any of the three (3) consecutive Monthly Periods commencing in January, April, July and October of each calendar year year, commencing in July 1993, unless on or before the first Business Day of such three (3) consecutive Monthly Periods, the Transferor Transferors shall have requested each Rating Agency to notify, and each Rating Agency shall have notified, the TransferorTransferors, the Servicer and the Trustee of the limitations (other than the limitations described in this Agreement), if any, to the right of the Transferor Transferors to designate Automatic Additional Accounts during such three (3) consecutive Monthly Periods; provided. Following the Addition of any such Automatic Additional Accounts and any Required Additions made pursuant to Section 2.08(a), however, that on or before twenty (20) days following the Servicer shall provide information to Moody's with respect to such Additional Accounts not later than the last Business Day of the month following the quarter period in which such three (3) consecutive Monthly Periods, Addition occurs in the Transferor shall have received written confirmation form approved from time to time by Moody's and the Servicer. Unless each Rating Agency that each such designation of Automatic Additional Accounts will not have a Ratings Effect and shall have delivered copies of each such confirmation to the Servicer and the Trustee. Unless Standard & Poor’s otherwise consents, the number of Automatic Additional Accounts plus the number of Accounts added pursuant to Section 2.08(a), without the prior Rating Agency notice of Standard & Poor’s as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit; provided, however, if the Aggregate Addition Limit is exceeded for purposes of Section 2.08(a), the Transferor shall have delivered written notice to Xxxxx’x of any such Addition. Unless Xxxxx’x otherwise consents, the number of Automatic Additional Accounts added pursuant to Section 2.08(c), without prior notice of Xxxxx’x as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit. (iii) On or before March 31, June 30, September 30 and December 31 of each calendar year, commencing on December 31, 2002Distribution Date, the Transferor Transferors shall have delivered to the Trustee, each the Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion opinion of Counsel in accordance with Section 13.02(d), with respect to the Automatic Additional Accounts included as Accounts during the preceding three-month period Monthly Period confirming the creation validity and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts; provided, however, if the long-term unsecured debt rating or certificate each transfer of deposit rating of the related Account Owner is withdrawn or reduced below BBB- by Standard & Poor’s (and only for so long as the applicable rating is below BBB- by Standard & Poor’s), the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d) on or before the last Business Day of each calendar month, commencing on the last Business Day of the calendar month immediately following the month in which such withdrawal or reduction occurs, with respect to the Automatic Additional Accounts owned by such Account Owner included as Accounts during the preceding one-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts. Such For purposes of this subsection such Opinion of Counsel shall be provided by in-house or outside counsel of the Transferors except that if such opinion is delivered by in-house counsel, an Opinion shall be provided by outside counsel with respect to the Automatic Additional Accounts included as Accounts during each of the three consecutive Monthly Periods commencing in January, April, July and October of each calendar year commencing in July 1993; provided, however, if the Transferors are not wholly owned (directly or indirectly) subsidiaries of a company with a long-term unsecured debt rating of A or better by Standard & Poor's, such Opinion of Counsel shall be provided by outside counselcounsel of the Transferors with respect to the Automatic Additional Accounts included as Accounts during the preceding Monthly Period. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, the ability of the Transferor Transferors to designate Automatic Additional Accounts will be suspended until such time as each the Rating Agency otherwise consents in writing or such accounts are removed from the Trustwriting. If the applicable Transferor is Transferors are unable to deliver such an Opinion of Counsel with respect to any Additional Account which has been the Receivables in any subject of an Automatic Additional AccountAddition, such inability shall be deemed to be a breach of the representation in Section 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05.

Automatic Additional Accounts. (i) The Transferor may from time Subject to time, at its sole discretion, subject to and in compliance with the limitations specified below in clause (iithis SECTION 2.8(a) below and the applicable conditions to any further limitations specified in paragraph (d) belowany Supplement, designate Eligible Automatic Additional Accounts to shall be included as Accounts as of from and after the applicable Addition Datedate upon which they are created, and all Receivables in Automatic Additional Accounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to the Trust upon their creation. For all purposes of this paragraphAgreement, Eligible all receivables relating to Automatic Additional Accounts shall be deemed treated as Receivables upon their creation and shall be subject to include only revolving credit card accounts or other revolving credit 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 are (x) originated by an Account Owner or any Affiliate of an Account Owner and (y) of a type included as Initial Accounts or which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below. (ii) The Transferor shall not would otherwise be permitted to designate Automatic Additional Accounts pursuant to clause (i) above with respect to as of any of the three (3) consecutive Monthly Periods commencing in January, April, July and October of each calendar year unless on or before the first Business Day (the "AUTOMATIC ADDITION TERMINATION DATE"), or suspend any such inclusion as of such three any Business Day (3an "AUTOMATIC ADDITION SUSPENSION DATE") consecutive Monthly Periodsuntil a date (the "RESTART DATE") to be notified in writing by Transferor to Trustee by delivering to Trustee, the Transferor shall have requested each Rating Agency to notify, Servicer and each Rating Agency shall have notifiedten 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 Transferorcase 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 Servicer and financing statements referred to in SECTION 2.1 to specify the Trustee accounts then subject to this Agreement (which specification may incorporate a list of the limitations (other than the limitations described accounts by reference) and, except in this Agreement), if anyconnection with any such filing made after a Restart Date, to release any security interest in any accounts created after the right 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 the Transferor to designate treating new accounts as Automatic Additional Accounts, no new accounts that would otherwise be Automatic Additional Accounts during shall be treated as such three (3) consecutive Monthly Periods; provided, however, that on or before twenty (20) days following any Addition Date if the last Business Day number of such three (3) consecutive Monthly Periods, the Transferor shall have received written confirmation from each Rating Agency that each such designation of Automatic Additional Accounts will not have a Ratings Effect and shall have delivered copies of each such confirmation would exceed an amount equal to the Servicer and the Trustee. Unless Standard & Poor’s otherwise consents, the number of Automatic Additional Accounts plus the number of Accounts added pursuant to Section 2.08(a), without the prior notice of Standard & Poor’s as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit; provided, however, if the Aggregate Addition Limit is exceeded for purposes of Section 2.08(a), the Transferor shall have delivered written notice to Xxxxx’x of any such Addition. Unless Xxxxx’x otherwise consents, the number of Automatic Additional Accounts added pursuant to Section 2.08(c), without prior notice of Xxxxx’x as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit. (iii) On or before March 31, June 30, September 30 and December 31 of each calendar year, commencing on December 31, 2002, the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d), with respect to the Automatic Additional Accounts included as Accounts during the preceding three-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts; provided, however, if the long-term unsecured debt rating or certificate of deposit rating of the related Account Owner is withdrawn or reduced below BBB- by Standard & Poor’s (and only for so long as the applicable rating is below BBB- by Standard & Poor’s), the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d) on or before the last Business Day of each calendar month, commencing on the last Business Day of the calendar month immediately following the month in which such withdrawal or reduction occurs, with respect to the Automatic Additional Accounts owned by such Account Owner included as Accounts during the preceding one-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts. Such Opinion of Counsel shall be provided by outside counsel. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, the ability of the Transferor to designate Automatic Additional Accounts will be suspended until such time as each Rating Agency otherwise consents in writing or such accounts are removed from the Trust. If the applicable Transferor is unable to deliver such Opinion of Counsel with respect to the Receivables in any Automatic Additional Account, such inability shall be deemed to be a breach of the representation in Section 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05.greater of:

Automatic Additional Accounts. (i) The Transferor Seller may from time to time, at its sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the applicable conditions specified in paragraph (d) below, designate Eligible Accounts to be included as Accounts as of the applicable Addition Date. For purposes of this paragraph, Eligible Accounts shall be deemed to include only revolving credit card accounts or other revolving credit accounts which are (x) originated by an Account Owner or any Affiliate of an Account Owner and (y) of a type included as Initial Accounts or which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below. (ii) The Transferor shall not be permitted to designate Unless each Rating Agency otherwise consents, the Receivables in such Automatic Additional Accounts plus the Receivables in Additional Accounts added pursuant to clause (i) above with respect to Section 2.6(a), without satisfaction of the Rating Agency Condition described under Section 2.6(d)(vi), shall not exceed during any of the three (3) consecutive Monthly Periods commencing in January, April, July and October of each calendar year unless on or before year, commencing in July 1994 (each, a "Quarterly Period"), the amount of Receivables equal to 10% of the Receivables as of the first Business Day day of the calendar year during which such Quarterly Period commences (or the Addition Date occurring on May 4, 1994, in the case of 1994) and during each 12 month period ending as of the most recent Addition Date shall not exceed the amount of Receivables equal to 15% of the Receivables as of the first day of such three 12 month period (3) consecutive Monthly Periodscollectively, the Transferor shall have requested each Rating Agency to notify, and each Rating Agency shall have notified"Aggregate 45 Addition Limit"). Additionally, the Transferorconditions set forth in Section 2(d)(ii), 2(d)(vii) and 2(d)(viii) shall only be required to be delivered on the last day of any Due Period in which Receivables have been conveyed to the Trust pursuant to this Section 2.6(c). Following the addition of any such Automatic Additional Accounts and any Additional Accounts made pursuant to Section 2.6(a), the Servicer and the Trustee of the limitations shall provide information (other than the limitations described in this Agreement), if any, x) to the right of the Transferor to designate Automatic Additional Accounts during such three (3) consecutive Monthly Periods; provided, however, that on or before twenty (20) days following the last Business Day of such three (3) consecutive Monthly Periods, the Transferor shall have received written confirmation from each Rating Agency that each such designation of Automatic Additional Accounts will not have a Ratings Effect and shall have delivered copies of each such confirmation to the Servicer and the Trustee. Unless Standard & Poor’s otherwise consents, the number of Automatic Additional Accounts plus the number of Accounts added pursuant to Section 2.08(a), without the prior notice of Standard & Poor’s as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit; provided, however, if the Aggregate Addition Limit is exceeded for purposes of Section 2.08(a), the Transferor shall have delivered written notice to Xxxxx’x of any such Addition. Unless Xxxxx’x otherwise consents, the number of Automatic Additional Accounts added pursuant to Section 2.08(c), without prior notice of Xxxxx’x as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit. (iii) On or before March 31, June 30, September 30 and December 31 of each calendar year, commencing on December 31, 2002, the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d), Moody's with respect to the Automatic such Additional Accounts included as Accounts during the preceding three-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts; provided, however, if the long-term unsecured debt rating or certificate of deposit rating of the related Account Owner is withdrawn or reduced below BBB- by Standard & Poor’s (and only for so long as the applicable rating is below BBB- by Standard & Poor’s), the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d) on or before the last Business Day of each calendar month, commencing on not later than the last Business Day of the calendar month immediately following the month Quarterly Period in which such withdrawal or reduction occurs, addition occurs in the form approved from time to time by Moody's and the Servicer and (y) to any Rating Agency such information as shall be requested by such Rating Agency with respect to the Automatic Additional Accounts owned by such Account Owner included as Accounts during the preceding one-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts. Such Opinion of Counsel shall be provided by outside counsel. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, the ability of the Transferor to designate Automatic Additional Accounts will be suspended until such time as each Rating Agency otherwise consents in writing or such accounts are removed from the Trust. If the applicable Transferor is unable to deliver such Opinion of Counsel with respect to the Receivables in any Automatic Additional Account, such inability shall be deemed to be a breach of the representation in Section 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05.

Automatic Additional Accounts. (i) The Transferor Seller may from time to time, at its sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the applicable conditions specified in paragraph (d) below, designate Eligible Accounts to be included as Accounts as of the applicable Addition Date. For purposes of this paragraph, Eligible Accounts shall be deemed to include only revolving credit card accounts or other revolving credit accounts which are (x) originated by an Account Owner or any Affiliate of an Account Owner and (y) of a type included as Initial Accounts or which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below. (ii) The Transferor shall not be permitted to designate Unless each Rating Agency otherwise consents, the Receivables in such Automatic Additional Accounts plus the Receivables in Additional Accounts added pursuant to clause (i) above with respect to Section 2.6(a), without satisfaction of the Rating Agency Condition described under Section 2.6(d)(vi), shall not exceed during any of the three (3) consecutive Monthly Periods commencing in January, April, July and October of each calendar year unless on or before year, commencing in July 1994 (each, a “Quarterly Period”), the amount of Receivables equal to 10% of the Receivables as of the first Business Day day of the calendar year during which such Quarterly Period commences (or the Addition Date occurring on May 4, 1994, in the case of 1994) and during each 12 month period ending as of the most recent Addition Date shall not exceed the amount of Receivables equal to 15% of the Receivables as of the first day of such three 12 month period (3) consecutive Monthly Periodscollectively, the Transferor shall have requested each Rating Agency to notify, and each Rating Agency shall have notified“Aggregate Addition Limit”). Additionally, the Transferorconditions set forth in Section 2(d)(ii), 2(d)(vii) and 2(d)(viii) shall only be required to be delivered on the last day of any Due Period in which Receivables have been conveyed to the Trust pursuant to this Section 2.6(c). Following the addition of any such Automatic Additional Accounts and any Additional Accounts made pursuant to Section 2.6(a), the Servicer and the Trustee of the limitations shall provide information (other than the limitations described in this Agreement), if any, x) to the right of the Transferor to designate Automatic Additional Accounts during such three (3) consecutive Monthly Periods; provided, however, that on or before twenty (20) days following the last Business Day of such three (3) consecutive Monthly Periods, the Transferor shall have received written confirmation from each Rating Agency that each such designation of Automatic Additional Accounts will not have a Ratings Effect and shall have delivered copies of each such confirmation to the Servicer and the Trustee. Unless Standard & PoorMoody’s otherwise consents, the number of Automatic Additional Accounts plus the number of Accounts added pursuant to Section 2.08(a), without the prior notice of Standard & Poor’s as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit; provided, however, if the Aggregate Addition Limit is exceeded for purposes of Section 2.08(a), the Transferor shall have delivered written notice to Xxxxx’x of any such Addition. Unless Xxxxx’x otherwise consents, the number of Automatic Additional Accounts added pursuant to Section 2.08(c), without prior notice of Xxxxx’x as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit. (iii) On or before March 31, June 30, September 30 and December 31 of each calendar year, commencing on December 31, 2002, the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d), with respect to the Automatic such Additional Accounts included as Accounts during the preceding three-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts; provided, however, if the long-term unsecured debt rating or certificate of deposit rating of the related Account Owner is withdrawn or reduced below BBB- by Standard & Poor’s (and only for so long as the applicable rating is below BBB- by Standard & Poor’s), the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d) on or before the last Business Day of each calendar month, commencing on not later than the last Business Day of the calendar month immediately following the month Quarterly Period in which such withdrawal or reduction occurs, addition occurs in the form approved from time to time by Moody’s and the Servicer and (y) to any Rating Agency such information as shall be requested by such Rating Agency with respect to the Automatic Additional Accounts owned by such Account Owner included as Accounts during the preceding one-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts. Such Opinion of Counsel shall be provided by outside counsel. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, the ability of the Transferor to designate Automatic Additional Accounts will be suspended until such time as each Rating Agency otherwise consents in writing or such accounts are removed from the Trust. If the applicable Transferor is unable to deliver such Opinion of Counsel with respect to the Receivables in any Automatic Additional Account, such inability shall be deemed to be a breach of the representation in Section 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05.

Automatic Additional Accounts. (i) The Transferor may from time to time, at its sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the applicable conditions specified in paragraph (d) below, designate Eligible Accounts to be included as Accounts as of the applicable Addition Date. For purposes of this paragraph, Eligible Accounts shall be deemed to include only revolving credit card accounts or other revolving credit accounts which are (x) originated by an Account Owner or any Affiliate of an Account Owner and (y) of a type included as Initial Accounts or which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below. (ii) The Transferor shall not be permitted to designate Automatic Additional Accounts pursuant to clause (i) above with respect to any of the three (3) consecutive Monthly Periods commencing in January, April, July and October of each calendar year unless on or before the first Business Day of such three (3) consecutive Monthly Periods, the Transferor shall have requested each Rating Agency to notify, and each Rating Agency shall have notified, the Transferor, the Servicer and the Trustee of the limitations (other than the limitations described in this Agreement), if any, to the right of the Transferor to designate Automatic Additional Accounts during such three (3) consecutive Monthly Periods; provided, however, that on or before twenty (20) days following the last Business Day of such three (3) consecutive Monthly Periods, the Transferor shall have received written confirmation from each Rating Agency that each such designation of Automatic Additional Accounts will not have a Ratings Effect and shall have delivered copies of each such confirmation to the Servicer and the Trustee. Unless Standard & Poor’s otherwise consents, the number of Automatic Additional Accounts plus the number of Accounts added pursuant to Section 2.08(a), without the prior notice of Standard & Poor’s as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit; provided, however, if the Aggregate Addition Limit is exceeded for purposes of Section 2.08(a), the Transferor shall have delivered written notice to Xxxxx’x Moody’s of any such Addition. Unless Xxxxx’x Moody’s otherwise consents, the number of Automatic Additional Accounts added pursuant to Section 2.08(c), without prior notice of Xxxxx’x Moody’s as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit. (iii) On or before March 31, June 30, September 30 and December 31 of each calendar year, commencing on December 31, 2002, the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d), with respect to the Automatic Additional Accounts included as Accounts during the preceding three-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts; provided, however, if the long-term unsecured debt rating or certificate of deposit rating of the related Account Owner is withdrawn or reduced below BBB- by Standard & Poor’s (and only for so long as the applicable rating is below BBB- by Standard & Poor’s), the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d) on or before the last Business Day of each calendar month, commencing on the last Business Day of the calendar month immediately following the month in which such withdrawal or reduction occurs, with respect to the Automatic Additional Accounts owned by such Account Owner included as Accounts during the preceding one-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts. Such Opinion of Counsel shall be provided by outside counsel. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, the ability of the Transferor to designate Automatic Additional Accounts will be suspended until such time as each Rating Agency otherwise consents in writing or such accounts are removed from the Trust. If the applicable Transferor is unable to deliver such Opinion of Counsel with respect to the Receivables in any Automatic Additional Account, such inability shall be deemed to be a breach of the representation in Section 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05.

Automatic Additional Accounts. (i) The Transferor Each Seller may from time to ----------------------------- time, at its sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the applicable conditions specified in paragraph (d) below, designate Eligible Accounts to be included as Accounts as of the applicable Addition Additional Cut-off Date. For purposes of this paragraph, Eligible Accounts shall be deemed to include only consumer revolving credit card accounts or other consumer revolving credit accounts which are (x) originated by an Account Owner such Seller or any Affiliate of an Account Owner such Seller and (y) of a type included as Initial Accounts or which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below. (ii) The Transferor A Seller shall not be permitted to designate Automatic Additional Accounts pursuant to clause (i) above with respect to any of the three (3) consecutive Monthly Periods commencing in January, April, July and October of each calendar year unless on or before the first Business Day of such three (3) consecutive Monthly Periods, the Transferor such Seller shall have requested each Rating Agency to notify, and each Rating Agency shall have notified, the Transferorsuch Seller, the Servicer and the Trustee of the limitations (other than the limitations described in this Agreement), if any, to the right of the Transferor such Seller to designate Automatic Additional Accounts during such three (3) consecutive Monthly Periods; provided, however, that on or before twenty (20) days following -------- ------- the last Business Day of such three (3) consecutive Monthly Periods, the Transferor such Seller shall have received written confirmation from each Rating Agency that each such designation of Automatic Additional Accounts will not have a Ratings Effect and shall have delivered copies of each such confirmation to the Servicer and the Trustee. Unless Standard & Poor’s 's otherwise consents, the number of Automatic Additional Accounts plus the number of Accounts added pursuant to Section 2.08(a), without the prior notice of Standard & Poor’s 's as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit; provided, however, if the Aggregate Addition Limit is exceeded for purposes of -------- ------- Section 2.08(a), the Transferor applicable Seller shall have delivered written notice to Xxxxx’x Moody's of any such Addition. Unless Xxxxx’x Moody's otherwise consents, the number of Automatic Additional Accounts added pursuant to Section 2.08(c), without prior notice of Xxxxx’x Moody's as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit. (iii) On or before March 31, June 30, September 30 and December 31 of each calendar year, commencing on December 31, 20021993, the Transferor applicable Seller shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d), with respect to the Automatic Additional Accounts included as Accounts during the preceding three-month period confirming the creation validity and perfection of the security interest granted by the Transferor in the Receivables in each transfer of such Automatic Additional Accounts; provided, however, if the long-term unsecured debt rating or -------- ------- certificate of deposit rating of the related Account Owner such Seller is withdrawn or reduced below BBB- by Standard & Poor’s 's (and only for so long as the applicable such rating is below BBB- by Standard & Poor’s's), the Transferor such Seller shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d) on or before the last Business Day of each calendar month, commencing on the last Business Day of the calendar month immediately following the month in which such withdrawal or reduction occurs, with respect to the Automatic Additional Accounts owned by such Account Owner included as Accounts during the preceding one-month period confirming the creation validity and perfection of the security interest granted by the Transferor in the Receivables in each transfer of such Automatic Additional Accounts. Such Opinion of Counsel shall be provided by outside counsel. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, the ability of the Transferor Sellers to designate Automatic Additional Accounts will be suspended until such time as each Rating Agency otherwise consents in writing or such accounts are removed from the Trust. If the applicable Transferor Seller is unable to deliver such Opinion of Counsel with respect to any Additional Account which has been the Receivables in any subject of an Automatic Additional AccountAddition, such inability shall be deemed to be a breach of the representation in Section 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05.

Automatic Additional Accounts. (i) The Transferor Seller may from time to time, at its sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the applicable conditions specified in paragraph (d) below, designate Eligible Accounts to be included as Accounts as of the applicable Addition Date. For purposes of this paragraph, Eligible Accounts shall be deemed to include only revolving credit card accounts or other revolving credit accounts which are (x) originated by an Account Owner or any Affiliate of an Account Owner and (y) of a type included as Initial Accounts or which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below. (ii) The Transferor shall not be permitted to designate Unless each Rating Agency otherwise consents, the Receivables in such Automatic Additional Accounts plus the Receivables in Additional Accounts added pursuant to clause (i) above with respect to Section 2.6(a), without satisfaction of the Rating Agency Condition described under Section 2.6(d)(vi), shall not exceed during any of the three (3) consecutive Monthly Periods commencing in January, April, July and October of each calendar year unless on or before year, commencing in July 1994 (each, a "Quarterly Period"), the amount of Receivables equal to 10% of the Receivables as of the first Business Day day of the calendar year during which such Quarterly Period commences (or the Addition Date occurring on May 4, 1994, in the case of 1994) and during each 12 month period ending as of the most recent Addition Date shall not exceed the amount of Receivables equal to 15% of the Receivables as of the first day of such three 12 month period (3) consecutive Monthly Periodscollectively, the Transferor shall have requested each Rating Agency to notify, and each Rating Agency shall have notified"Aggregate Addition Limit"). Additionally, the Transferorconditions set forth in Section 2(d)(ii), 2(d)(vii) and 2(d)(viii) shall only be required to be delivered on the last day of any Due Period in which Receivables have been conveyed to the Trust pursuant to this Section 2.6(c). Following the addition of any such Automatic Additional Accounts and any Additional Accounts made pursuant to Section 2.6(a), the Servicer and the Trustee of the limitations shall provide information (other than the limitations described in this Agreement), if any, x) to the right of the Transferor to designate Automatic Additional Accounts during such three (3) consecutive Monthly Periods; provided, however, that on or before twenty (20) days following the last Business Day of such three (3) consecutive Monthly Periods, the Transferor shall have received written confirmation from each Rating Agency that each such designation of Automatic Additional Accounts will not have a Ratings Effect and shall have delivered copies of each such confirmation to the Servicer and the Trustee. Unless Standard & Poor’s otherwise consents, the number of Automatic Additional Accounts plus the number of Accounts added pursuant to Section 2.08(a), without the prior notice of Standard & Poor’s as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit; provided, however, if the Aggregate Addition Limit is exceeded for purposes of Section 2.08(a), the Transferor shall have delivered written notice to Xxxxx’x of any such Addition. Unless Xxxxx’x otherwise consents, the number of Automatic Additional Accounts added pursuant to Section 2.08(c), without prior notice of Xxxxx’x as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit. (iii) On or before March 31, June 30, September 30 and December 31 of each calendar year, commencing on December 31, 2002, the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d), Moody's with respect to the Automatic such Additional Accounts included as Accounts during the preceding three-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts; provided, however, if the long-term unsecured debt rating or certificate of deposit rating of the related Account Owner is withdrawn or reduced below BBB- by Standard & Poor’s (and only for so long as the applicable rating is below BBB- by Standard & Poor’s), the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d) on or before the last Business Day of each calendar month, commencing on not later than the last Business Day of the calendar month immediately following the month Quarterly Period in which such withdrawal or reduction occurs, with respect to the Automatic Additional Accounts owned by such Account Owner included as Accounts during the preceding one-month period confirming the creation and perfection of the security interest granted by the Transferor addition occurs in the Receivables in such Automatic Additional Accounts. Such Opinion of Counsel shall be provided by outside counsel. If such Opinion of Counsel with respect form approved from time to any Automatic Additional Accounts is not so received, the ability of the Transferor to designate Automatic Additional Accounts will be suspended until such time as each Rating Agency otherwise consents in writing or such accounts are removed from the Trust. If the applicable Transferor is unable to deliver such Opinion of Counsel with respect to the Receivables in any Automatic Additional Account, such inability shall be deemed to be a breach of the representation in Section 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05.by

Automatic Additional Accounts. (i) The Transferor may from time to time, at its sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the applicable conditions specified in paragraph (d) below, designate Eligible Accounts to be included as Accounts as of the applicable Addition Date. For purposes of this paragraph, Eligible Accounts shall be deemed to include only consumer revolving credit card accounts or other consumer revolving credit accounts which are (x) originated by an Account Owner or any Affiliate of an Account Owner and (y) of a type included as Initial Accounts or which have previously been included in any Addition which has been effected in accordance with all of the conditions specified in paragraph (d) below. (ii) The Transferor shall not be permitted to designate Automatic Additional Accounts pursuant to clause (i) above with respect to any of the three (3) consecutive Monthly Periods commencing in January, April, July and October of each calendar year unless on or before the first Business Day of such three (3) consecutive Monthly Periods, the Transferor shall have requested each Rating Agency to notify, and each Rating Agency shall have notified, the Transferor, the Servicer and the Trustee of the limitations (other than the limitations described in this Agreement), if any, to the right of the Transferor to designate Automatic Additional Accounts during such three (3) consecutive Monthly Periods; provided, however, that on or before twenty (20) days following the last Business Day of such three (3) consecutive Monthly Periods, the Transferor shall have received written confirmation from each Rating Agency that each such designation of Automatic Additional Accounts will not have a Ratings Effect and shall have delivered copies of each such confirmation to the Servicer and the Trustee. Unless Standard & Poor’s 's otherwise consents, the number of Automatic Additional Accounts plus the number of Accounts added pursuant to Section 2.08(a), without the prior notice of Standard & Poor’s 's as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit; provided, however, if the Aggregate Addition Limit is exceeded for purposes of Section 2.08(a), the Transferor shall have delivered written notice to Xxxxx’x Moody's of any such Addition. Unless Xxxxx’x Moody's otherwise consents, the number of Automatic Additional Accounts added pursuant to Section 2.08(c), without prior notice of Xxxxx’x Moody's as described under Section 2.08(d)(v), shall not at any time exceed the Aggregate Addition Limit. (iii) On or before March 31, June 30, September 30 and December 31 of each calendar year, commencing on December 31, 2002, the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d), with respect to the Automatic Additional Accounts included as Accounts during the preceding three-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts; provided, however, if the long-term unsecured debt rating or certificate of deposit rating of the related Account Owner is withdrawn or reduced below BBB- by Standard & Poor’s (and only for so long as the applicable rating is below BBB- by Standard & Poor’s), the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Opinion of Counsel in accordance with Section 13.02(d) on or before the last Business Day of each calendar month, commencing on the last Business Day of the calendar month immediately following the month in which such withdrawal or reduction occurs, with respect to the Automatic Additional Accounts owned by such Account Owner included as Accounts during the preceding one-month period confirming the creation and perfection of the security interest granted by the Transferor in the Receivables in such Automatic Additional Accounts. Such Opinion of Counsel shall be provided by outside counsel. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, the ability of the Transferor to designate Automatic Additional Accounts will be suspended until such time as each Rating Agency otherwise consents in writing or such accounts are removed from the Trust. If the applicable Transferor is unable to deliver such Opinion of Counsel with respect to the Receivables in any Automatic Additional Account, such inability shall be deemed to be a breach of the representation in Section 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05.