Common use of New Accounts Clause in Contracts

New Accounts. (i) 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 conditions specified in paragraph (e) below, voluntarily designate newly originated Eligible Accounts to be included as New Accounts. For purposes of this paragraph, Eligible Accounts shall be deemed to include only credit or charge accounts of the same nature as those included as Initial Accounts or which have previously been included in any Aggregate Addition if the Assignment related to such Aggregate Addition expressly provides that such type of credit or charge account is permitted to be designated as a New Account. (ii) Unless and until each Rating Agency otherwise consents in writing, the Transferors shall not be permitted to designate New Accounts and, upon obtaining such consent, the number and balance of New Accounts designated with respect to any period designated by the Rating Agency shall not exceed the amounts designated by the Rating Agency. (iii) With respect to each semi-annual period in which New Accounts are added as Accounts, the failure of the applicable Transferor to deliver an Opinion of Counsel substantially in the form of Exhibit E-2 (or, if the owner of the applicable Accounts has a long-term rating below “A” by Moody’s or “AA-” by Standard & Poor’s, such Opinion of Counsel shall be delivered quarterly, and if the long-term rating of the owner of the applicable Accounts is not rated by Moody’s or Standard & Poor’s or, if rated, is not rated at least “A-” by Standard & Poor’s and in one of the generic categories of each other Rating Agency which signifies investment grade, such Opinion of Counsel shall be delivered monthly) with respect to the New Accounts included as Accounts shall result in all Receivables arising in the New Accounts to which such failure relates to be deemed to be Ineligible Receivables in accordance with subsection 2.05(a) and all such Receivables shall be reassigned to such Transferor in accordance with subsection 2.05(b). The opinion delivery requirement set forth in the immediately preceding sentence may be modified provided that the Rating Agency Condition is satisfied.

New Accounts. (i) 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 conditions specified in paragraph (e) below, voluntarily designate newly originated Eligible Accounts to be included as New Accounts. For purposes of this paragraph, Eligible Accounts shall be deemed to include only credit or charge accounts of the same nature as those included as Initial Accounts or which have previously been included in any Aggregate Addition if the Assignment related to such Aggregate Addition expressly provides that such type of credit or charge account is permitted to be designated as a New Account. (ii) Unless and until each Rating Agency otherwise consents in writing, the Transferors shall not be permitted to designate New Accounts and, upon obtaining such consent, the number and balance of New Accounts designated with respect to any period designated by the Rating Agency shall not exceed the amounts designated by the Rating Agency. (iii) With respect to each semi-annual period in which New Accounts are added as Accounts, the failure of the applicable Transferor to deliver an Opinion of Counsel substantially in the form of Exhibit E-2 (or, if the owner of the applicable Accounts has a long-term rating below “"A” " by Moody’s 's or “"AA-” " by Standard & Poor’s's, such Opinion of Counsel shall be delivered quarterly, and if the long-term rating of the owner of the applicable Accounts is not rated by Moody’s 's or Standard & Poor’s 's or, if rated, is not rated at least “"A-” " by Standard & Poor’s 's and in one of the generic categories of each other Rating Agency which signifies investment grade, such Opinion of Counsel shall be delivered monthly) with respect to the New Accounts included as Accounts shall result in all Receivables arising in the New Accounts to which such failure relates to be deemed to be Ineligible Receivables in accordance with subsection 2.05(a) and all such Receivables shall be reassigned to such Transferor in accordance with subsection 2.05(b). The opinion delivery requirement set forth in the immediately preceding sentence may be modified provided that the Rating Agency Condition is satisfied.

New Accounts. (i) Each Transferor The 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 conditions specified in paragraph (e) below, voluntarily designate newly originated Eligible Accounts to be included as New Accounts. For purposes of this paragraph, Eligible Accounts shall be deemed to include only types of revolving credit or charge card accounts of the same nature as those which are included as Initial Accounts or which have previously been included in any Aggregate Addition if the Assignment related to such Aggregate Addition expressly provides that such type of revolving credit or charge card account is permitted to be designated as a New Account. (ii) Unless and until each Rating Agency otherwise consents in writing, the Transferors shall not be permitted to designate New Accounts and, upon obtaining such consentconsents, the number and balance of New Accounts designated with respect to any period designated by of the Rating Agency three consecutive Due Periods commencing in January, April, July and October of each calendar year shall not exceed 15% of the amounts number of Accounts as of the first day of the calendar year during which such Due Periods commence (or the Initial Cut-Off Date, in the case of 1993) and the number of New Accounts designated by during any such calendar year shall not exceed 20% of the Rating Agencynumber of Accounts as of the first day of such calendar year (or the Initial Cut- Off Date, in the case of 1993). (iii) With respect to each semi-annual period in which New Accounts are added as Accounts, the The failure of the applicable Transferor Seller to deliver semiannually an Opinion of Counsel substantially in the form of Exhibit E-2 (or, if the owner of the applicable Accounts Bank has a long-term rating below “"A” " by Moody’s 's or “AA-” "A-1" by Standard & Poor’s, 's such Opinion of Counsel shall be delivered quarterly, quarterly and if the long-term rating of the owner of the applicable Accounts Bank is not rated by Moody’s or Standard & Poor’s or, if rated, is not rated at least “A-” by Standard & Poor’s and in one of the generic categories of each other Rating Agency which signifies investment grade, grade such Opinion of Counsel shall be delivered monthly) with respect to the New Accounts included as Accounts shall result in all Receivables arising in the New Accounts to which such failure relates to be deemed to be Ineligible Receivables in accordance with subsection Section 2.05(a) and all such Receivables shall be reassigned to such Transferor the Seller in accordance with subsection 2.05(b). The opinion delivery requirement set forth in the immediately preceding sentence may be modified provided that the Rating Agency Condition is satisfied.Section

New Accounts. (i) Each Transferor The Depositor 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 (e) below, voluntarily designate newly originated Eligible Accounts to be included as New Accounts. For purposes of this paragraph, Eligible Accounts shall be deemed to include only consumer revolving credit Dealer FloorPlan s or charge other consumer revolving credit accounts which are of the same nature as those a type included as Initial Accounts or which have previously been included in any Aggregate Addition if Addition. If the Assignment related to such Aggregate Addition expressly provides that such type of revolving credit or charge account Dealer FloorPlan is permitted to be designated as a New Account. (iii) Unless and until each Rating Agency otherwise consents in writing, the Transferors The Depositor shall not be permitted to designate New Automatic Additional Accounts andunless and until each Rating Agency shall have consented in writing, and upon obtaining such consent, the number and balance of New Accounts designated shall not exceed [the Aggregate Addition Limited]; (ii) With respect to each semi-annual period, in which New Accounts are added as Accounts, the Depositor shall deliver 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 any the New Accounts included -32- 38 as Accounts during the preceding six-month period designated by confirming the Rating Agency shall not exceed the amounts designated by the Rating Agencyvalidity and perfection of each transfer of such New Accounts. (iii) With respect to each semi-annual period in which New Accounts are added as Accounts, the failure of the applicable such Transferor to deliver [to the Trustee and each Rating Agency] an Opinion of Counsel substantially in the form of Exhibit E-2 (or, if the owner of the applicable Accounts has a long-term rating below “A” by Moody’s or “AA-” by Standard & Poor’s, such Opinion of Counsel shall be delivered quarterly, and if the long-term rating of the owner of the applicable Accounts is not rated by Moody’s or Standard & Poor’s or, if rated, is not rated at least “A-” by Standard & Poor’s and in one of the generic categories of each other Rating Agency which signifies investment grade, such Opinion of Counsel shall be delivered monthly) with respect to the New Accounts included as Accounts C-2 shall result in all Receivables arising in the New Accounts to which such failure relates to be deemed to be Ineligible Receivables in accordance with subsection 2.05(a) and all such Receivables shall be reassigned to such Transferor in accordance with subsection 2.05(b). The opinion delivery requirement set forth in the immediately preceding sentence may be modified provided that the Rating Agency Condition is satisfied.

New Accounts. (i) 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 conditions specified in paragraph (e) below, voluntarily designate newly originated Eligible Accounts to be included as New Accounts. For purposes of this paragraph, Eligible Accounts shall be deemed to include only MasterCard and VISA revolving credit or charge card accounts of the same nature as those included as Initial Accounts or which have previously been included in any Aggregate Addition if the Assignment related to such Aggregate Addition expressly provides that such type of revolving credit or charge card account is permitted to be designated as a New Account. (ii) Unless and until each Rating Agency otherwise consents in writing, the Transferors shall not be permitted to designate New Accounts and, upon obtaining such consent, the number and balance of New Accounts designated with respect to any period designated by of the Rating Agency three (3) consecutive Monthly Periods commencing in December, March, June and September of each calendar year, commencing June 2000, shall not exceed 15% of the amounts number of Accounts as of the first day of the calendar year during which such Monthly Periods commence and the number of New Accounts designated by during any such calendar year shall not exceed 20% of the Rating Agencynumber of Accounts as of the first day of such calendar year. (iii) With respect to each semi-annual period Distribution Date with respect to each Monthly Period in which New Accounts are added as Accounts, the failure of the applicable such Transferor to deliver an Opinion of Counsel substantially in the form of Exhibit E-2 (or, if the owner of the applicable Accounts has a long-term rating below “A” by Moody’s or “AA-” by Standard & Poor’s, such Opinion of Counsel shall be delivered quarterly, and if the long-term rating of the owner of the applicable Accounts is not rated by Moody’s or Standard & Poor’s or, if rated, is not rated at least “A-” by Standard & Poor’s and in one of the generic categories of each other Rating Agency which signifies investment grade, such Opinion of Counsel shall be delivered monthly) EXHIBIT D-2 with respect to the New Accounts included as Accounts shall result in all Receivables arising in the New Accounts to which such failure relates to be deemed to be Ineligible Receivables in accordance with subsection 2.05(a) and all such Receivables shall be reassigned to such Transferor in accordance with subsection 2.05(b). The opinion delivery requirement set forth in the immediately preceding sentence may be modified modified; provided that the Rating Agency Condition is satisfied.

New Accounts. (i) 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 conditions specified in paragraph (e) below, voluntarily designate newly originated Eligible Accounts to be included as New Accounts. For purposes of this paragraph, Eligible Accounts shall be deemed to include only MasterCard and VISA revolving credit or charge card accounts of the same nature as those included as Initial Accounts or which have previously been included in any Aggregate Addition if the Assignment related to such Aggregate Addition expressly provides that such type of revolving credit or charge card account is permitted to be designated as a New Account. (ii) Unless and until each Rating Agency otherwise consents in writing, the Transferors Transferor shall not be permitted to designate New Accounts and, upon obtaining such consent, the number and balance of New Accounts designated with respect to any period designated by the Rating Agency shall not exceed the amounts designated by the Rating Agency. (iii) With respect to each semi-annual period Distribution Date with respect to each Monthly Period in which New Accounts are added as Accounts, the failure of the applicable such Transferor to deliver an Opinion of Counsel substantially in the form of Exhibit E-2 (or, if the owner of the applicable Accounts (x) Citicorp (or its successor) has a long-long term rating below “of at least "A” " by Moody’s or “AA-” 's and "A" by Standard & Poor’s's, (y) the Transferor remains a majority owned subsidiary (directly or indirectly) of Citicorp (or its successor) and (z) in the event there is any material change in the relationship between the Transferor and Citicorp (or its successor) (A) the Transferor will promptly notify each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such material change, such Opinion of Counsel shall may be delivered quarterly, and if the long-term rating quarterly on each Distribution Date relating to each of the owner of the applicable Accounts is not rated by Moody’s or Standard & Poor’s orthree consecutive Monthly Periods ending in December, if ratedMarch, is not rated at least “A-” by Standard & Poor’s June and in one of the generic categories of each other Rating Agency which signifies investment gradeSeptember), such Opinion of Counsel shall be delivered monthly) with respect to the New Accounts included as Accounts shall result in all Receivables arising in the New Accounts to which such failure relates to be deemed to be Ineligible Receivables in accordance with subsection 2.05(a) and all such Receivables shall be reassigned to such Transferor in accordance with subsection 2.05(b). The opinion delivery requirement set forth in the immediately preceding sentence may be modified provided that the Rating Agency Condition is satisfied.