Common use of Procedures for Removal Clause in Contracts

Procedures for Removal. When the provisions of subsection 2.6(a) above require (i) the removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance and to decrease the Transferor Amount by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificate. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and the Transferor Amount. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Pool Balance, the Transferor who conveyed such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which such reassignment obligation arises, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance. Upon reassignment of any Ineligible Receivable or Ineligible Collateral Certificate, the Indenture Trustee and the Trust shall automatically and without further action transfer, assign, set-over and otherwise convey to the applicable Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable or Ineligible Collateral Certificate, all Recoveries related thereto, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassigned. The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b), but only upon receipt of an Officer’s Certificate from such Transferor that states that all conditions set forth in this Section 2.6 have been satisfied.

Procedures for Removal. When the provisions of subsection 2.6(a2.05(a) or (b) above require (i) removal of a Collateral Certificate, the Collateral Agent shall deliver such Collateral Certificate (such Collateral Certificate, an “Ineligible Collateral Certificate”) to the Transferor with a valid assignment in the name of the Transferor for cancellation by the Transferor and directing the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of such Ineligible Collateral Certificate or (ii) removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance and to decrease the Transferor Amount by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral CertificateReceivable. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate and the principal balance of each Ineligible Receivable shall be deducted from the Pool Balance and the Transferor Amount. In the event that the exclusion of an Ineligible Receivable Collateral Certificate or an Ineligible Collateral Certificate Receivable from the calculation of the Transferor Amount and the Pool Balance would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Minimum Pool BalanceBalance or would otherwise not be permitted by law, the Transferor who conveyed such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which 10 Business Days after such reassignment obligation arisesevent, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Minimum Pool Balance. Upon reassignment of any Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, all Interchange and Recoveries related theretoto any such Receivable, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each the Transferor to accept reassignment of any Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable previously conveyed to the Trust by such the Transferor, and to make the deposits, if any, required to be made to the applicable Excess Funding Account as provided in this Section 2.6Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee or the Collateral Agent on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable pursuant to this subsection 2.6(b2.05(c), but only upon receipt of an Officer’s Certificate from such the Transferor that states that all conditions set forth in this Section 2.6 2.05 have been satisfied.

Procedures for Removal. When the provisions of subsection 2.6(a2.06(a) above or (b) require (i) removal of a Collateral Certificate to Chase USA, Chase Card Funding shall deliver such Collateral Certificate (such Collateral Certificate, an “Ineligible Collateral Certificate”) to Chase USA with a valid assignment in the name of Chase USA for cancellation by Chase USA or (ii) removal of a Receivable, the applicable Transferor Chase USA shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each and shall pay for such Ineligible Receivable from the Pool Balance and to decrease the Transferor Amount by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such reassigned Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) or Receivable by paying to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificate. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and the Transferor Amount. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Pool Balance, the Transferor who conveyed such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which such reassignment obligation arises, make a deposit in the Excess Chase Card Funding Account in immediately available funds in an amount equal to the greater unpaid balance of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount such Collateral Certificate or (y) the Pool Balance would be reduced below the Required Pool BalanceReceivable in accordance with Section 3.02. Upon reassignment of any Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust Chase Card Funding shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor Chase USA or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust Chase Card Funding in and to such Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, all Interchange and Recoveries related theretoto any such Receivable, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable shall be treated by the Indenture Trustee and the Trust Chase Card Funding as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor Chase USA to accept reassignment of any Ineligible Receivable or such Ineligible Collateral Certificate conveyed to the Trust by such Transferoror Ineligible Receivable, and to make the deposits, if any, required to be made to the Excess Funding Account payment as provided in this Section 2.6subsection 2.06(c), shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders)Chase Card Funding. The Trust Chase Card Funding shall execute such documents and instruments of transfer or assignment reassignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor Chase USA to effect the conveyance of such Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable pursuant to this subsection 2.6(b2.06(c), but only upon receipt of an Officer’s Certificate from such Transferor Chase USA that states that all conditions set forth in this Section 2.6 2.05 of the Transfer and Servicing Agreement have been satisfied.

Procedures for Removal. When the provisions of subsection 2.6(a2.04(d)(i) or (ii) above require (i) the removal of a Receivable, the applicable Transferor shall give written notice of such removal to each Rating Agency and shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance Principal Receivables in the Trust and to decrease the Transferor Amount Interest by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificateamount. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor AmountPercentage or the Transferor Interest. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance Interest would cause the Transferor Amount Interest to be reduced below the Required Minimum Transferor Amount Interest, or would cause the Pool Balance aggregate Principal Receivables in the Trust to be reduced below less than the Required Pool BalanceMinimum Aggregate Principal Receivables, or would otherwise not be permitted by law, the Transferor who conveyed such Ineligible Receivable or Ineligible Collateral Certificate shall immediatelyTransferor, but in no event later than 1:00 p.m.using funds received from the RPA Seller under Section 6.01 of the Receivables Purchase Agreement, New York City time, on the first Payment Date following the Monthly Period in which such reassignment obligation arises, shall: (i) concurrently make a deposit in the Excess Funding Account in immediately available funds prior to the Transfer Date related to such Monthly Period in which such event occurred in an amount equal to the greater of of: (x) the amount by which (x) the Transferor Amount Interest would be reduced below the Required Minimum Transferor Amount Interest or (y) the Pool Balance amount by which the aggregate Principal Receivables in the Trust would be reduced below less than the Required Pool BalanceMinimum Aggregate Principal Receivables; or (ii) transfer additional Receivables (or additional Accounts that contain such Receivables) such that after giving effect to such transfer, the Transferor Interest shall then be equal to the Minimum Transferor Interest and the aggregate Principal Receivables in the Trust shall then be equal to the Minimum Aggregate Principal Receivables. The portion of such deposit allocated to the Investor Certificates of each Series shall be distributed to the Investor Certificateholders of each Series in the manner specified in Article IV, if applicable, on the Distribution Date immediately following such Transfer Date. Upon the reassignment to the Transferor of any an Ineligible Receivable or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designeeTransferor, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable or Ineligible Collateral Certificate, all Recoveries related theretoReceivable, all monies and amounts due or to become due with respect to such Ineligible Receivable (including all Finance Charge Receivables) and all proceeds thereof of such Ineligible Receivable and Insurance Proceeds relating to such Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Supplement. Such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect evidence the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b2.04(d)(iii), but only upon receipt . The obligation of an Officer’s Certificate from such the Transferor that states that all conditions set forth in this Section 2.6 have been satisfiedsubsection 2.04(d)(iii), or the automatic removal of such Receivable from the Trust, as the case may be, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to Certificateholders or the Trustee on behalf of Certificateholders.

Procedures for Removal. When the provisions of subsection 2.6(a2.05(a) or (b) above require (i) removal of a Collateral Certificate, the applicable Collateral Agent shall deliver such Collateral Certificate (such Collateral Certificate, an "Ineligible Collateral Certificate") to the applicable Transferor with a valid assignment in the name of such Transferor for cancellation by such Transferor and directing the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance for the applicable Asset Pool and to decrease the Transferor Amount of such Asset Pool by the Invested Amount of such Ineligible Collateral Certificate or (ii) removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “"Ineligible Receivable”") by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance for the applicable Asset Pool and to decrease the Transferor Amount of such Asset Pool by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral CertificateReceivable. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate and the principal balance of each Ineligible Receivable shall be deducted from the Pool Balance and Transferor Amount for the Transferor Amountapplicable Asset Pool. In the event that the exclusion of an Ineligible Receivable Collateral Certificate or an Ineligible Collateral Certificate Receivable from the calculation of the Transferor Amount and the for an Asset Pool Balance would cause the Transferor Amount for such Asset Pool to be reduced below the Required Transferor Amount for such Asset Pool or the Pool Balance for such Asset Pool to be reduced below the Required Minimum Pool BalanceBalance for such Asset Pool or would otherwise not be permitted by law, the Transferor who conveyed such Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which 10 Business Days after such reassignment obligation arisesevent, make a deposit in the Excess Funding Account for that Asset Pool in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount for that Asset Pool would be reduced below the Required Transferor Amount for that Asset Pool or (y) the Pool Balance for that Asset Pool would be reduced below the Required Minimum Pool BalanceBalance for that Asset Pool. Upon reassignment of any Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, all Interchange and Recoveries related theretoto any such Receivable, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the applicable Excess Funding Account as provided in this Section 2.6Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee or the applicable Collateral Agent on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable pursuant to this subsection 2.6(b2.05(c), but only upon receipt of an Officer’s 's Certificate from such Transferor that states that all conditions set forth in this Section 2.6 2.05 have been satisfied.

Procedures for Removal. When the provisions of subsection 2.6(a2.4(d)(i) above or (ii) require (i) the removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “"Ineligible Receivable”") by directing the Servicer to deduct the principal balance of each such Ineligible Receivable (other than any portion of such principal balance constituting Discount Option Receivables) from the Pool Balance Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Amount Interest by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificateamount. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor AmountPercentage or the Transferor Interest. In the event that If the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance Interest would cause the Transferor Amount Interest to be reduced below the Required Minimum Transferor Amount or the Pool Balance to be reduced below the Required Pool BalanceInterest, the Transferor who conveyed such Ineligible Receivable or Ineligible Collateral Certificate shall immediatelypromptly, but and in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which 10 Business Days after such reassignment obligation arisesevent, make a deposit in the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the greater of the amount by which (x) the Transferor Amount Interest would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balancezero. Upon reassignment the removal of any Ineligible Receivable or Ineligible Collateral Certificate(and the making of any deposit required above), the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designeeTransferor, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable or Ineligible Collateral Certificate, all Recoveries related theretoReceivable, all monies and amounts due or to become due with respect to such Ineligible Receivable and all proceeds thereof of such Ineligible Receivable and Recoveries and Insurance Proceeds relating to such Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Supplement. Such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect evidence the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b2.4(d)(iii), but only upon receipt . The obligation of an Officer’s Certificate from such Transferor that states that all conditions set forth in this Section 2.6 have been satisfiedsubsection 2.4(d)(iii), or the automatic removal of such Receivable from the Trust, as the case may be, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to Holders or Trustee on behalf of Holders.

Procedures for Removal. When the provisions of subsection 2.6(a2.04(d)(i) or (ii) above require (i) the removal reconveyance of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct ), the principal balance of each such Ineligible Receivable will be deducted from the Pool Balance Principal Receivables and to decrease the Transferor Amount Interest by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificateamount. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and aggregate amount of Principal Receivables used in any calculation that uses the Transferor Amountaggregate amount of Principal Receivables. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance Interest would cause the Transferor Amount Interest to be reduced below the Required Transferor Amount zero or the Pool Balance to would otherwise not be reduced below the Required Pool Balancepermitted by law, the Transferor who conveyed shall concurrently pay to the Issuer, by delivering to the Servicer, for deposit into the Collection Account, (for allocation as a Principal Receivable) in immediately available funds, prior to the Transfer Date related to such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which such reassignment obligation arisesevent occurred, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount Interest would be reduced below zero. Simultaneously with the Required reassignment to the Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance. Upon reassignment of any an Ineligible Receivable, such Ineligible Receivable or Ineligible Collateral Certificateand other property relating to it, shall be released from the Lien of the Indenture Trustee pursuant to Section 13.07 of the Indenture and the Trust Issuer shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designeeTransferor, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust Issuer in and to (i) such Ineligible Receivable or Ineligible Collateral CertificateReceivable, all Recoveries related thereto, (ii) all monies and amounts due or to become due with respect to such Ineligible Receivable, (iii) all Interchange, Insurance Proceeds and Recoveries allocable to such Ineligible Receivable, (iv) all Collections on such Ineligible Receivables and (v) all proceeds thereof and such of any of the foregoing property. Such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust Issuer as collected in full as of the date on which it was reassignedtransferred. The Issuer shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by the Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.04(d)(iii). The obligation of each the Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided set forth in this Section 2.6, subsection 2.04(d)(iii) and the automatic removal of such Receivable from the Issuer shall constitute the sole remedy respecting any breach of the event giving rise representations and warranties set forth in the above-referenced subsections with respect to such obligation Receivable available to the Trust Issuer or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b), but only upon receipt of an Officer’s Certificate from such Transferor that states that all conditions set forth in this Section 2.6 have been satisfied.

Procedures for Removal. When the provisions of subsection 2.6(a2.4(d)(i) or (ii) above require (i) the removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “"Ineligible Receivable”") by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance Principal Receivables in the Trust and to decrease the Transferor Amount Interest by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificateamount. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor AmountPercentage or the Transferor Interest. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance Interest would cause the Transferor Amount Interest to be reduced below the Required Minimum Transferor Amount or the Pool Balance to be reduced below the Required Pool BalanceInterest, the Transferor who conveyed such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which 10 Business Days after such reassignment obligation arisesevent, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount Interest would be reduced below the Required Minimum Transferor Amount or (y) Interest. The portion of such deposit allocated to the Pool Balance would Investor Certificates of each Series shall be reduced below distributed to the Required Pool BalanceInvestor Certificateholders of each Series in the manner specified in Article IV, if applicable, on the Distribution Date relating to the Monthly Period in which such deposit is made. Upon the reassignment to the Transferor of any an Ineligible Receivable or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designeeTransferor, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable or Ineligible Collateral Certificate, all Recoveries related theretoReceivable, all monies and amounts due or to become due with respect to such Ineligible Receivable and all proceeds thereof of such Ineligible Receivable and Insurance Proceeds relating to such Ineligible Receivable allocated to such Ineligible Receivable pursuant to any Supplement. Such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect evidence the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b2.4(d)(iii), but only upon receipt . The obligation of an Officer’s Certificate from such the Transferor that states that all conditions set forth in this Section 2.6 have been satisfiedsubsection 2.4(d)(iii), or the automatic removal of such Receivable from the Trust, as the case may be, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to Certificateholders or the Trustee on behalf of Certificateholders.

Procedures for Removal. When the provisions of subsection 2.6(a2.04(e)(i) above require (i) the removal of a an affected Originator Receivable, the applicable Transferor Seller shall accept reassignment of such Ineligible Receivable by (each A) depositing into the Collection Account an amount equal to the Finance Charge Receivables due but not collected with respect to such Receivable, an “Ineligible Receivable”; (B) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance Principal Receivables in the Trust used to calculate the Trust Interest; and (C) depositing into the Collection Account an amount equal to decrease the Transferor Amount by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificate. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and the Transferor AmountReceivable. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance Trust Interest would cause the Transferor Amount Trust Interest to be reduced below the Required Transferor Amount Minimum Trust Interest or the Pool Balance to would otherwise not be reduced below the Required Pool Balancepermitted by law, the Transferor who conveyed Seller shall concurrently make a deposit in the Principal Account (for allocation as a Principal Receivable) in immediately available funds prior to the Transfer Date related to such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which such reassignment obligation arises, make a deposit in the Excess Funding Account in immediately available funds event occurred in an amount equal to the greater of the amount by which (x) the Transferor Amount Trust Interest would be reduced below the Required Transferor Amount or (y) Minimum Trust Interest. The portion of such deposit allocated to the Pool Balance would Notes of each Series shall be reduced below distributed to the Required Pool BalanceNoteholders of each Series in the manner specified in Article 5 of the Base Indenture and related Series Supplement, if applicable, on the Payment Date immediately following such Transfer Date. Upon reassignment the payment to the Trust of any the repurchase price by the Seller of an Ineligible Receivable or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over assign and otherwise convey to the applicable Transferor or its designeeSeller, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable or Ineligible Collateral Certificate, all Recoveries related theretoReceivable, all monies and amounts due or to become due with respect to such Ineligible Receivable and all proceeds thereof and of such Ineligible Receivable. Such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor Seller to effect evidence the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b2.04(e)(ii), but only upon receipt . The obligations of an Officer’s Certificate from such Transferor that states that all conditions the Seller set forth in this Section 2.6 have been satisfiedsubsection 2.04(e)(ii) shall constitute the sole remedy respecting any breach of the Specified Representations with respect to such affected Originator Receivable available to Noteholders or the Indenture Trustee on behalf of Noteholders.

Procedures for Removal. When the provisions of subsection 2.6(a---------------------- 2.4(d)(i) or (ii) above require (i) the removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “"Ineligible Receivable”") by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance Principal Receivables in the Trust and to decrease the Transferor Amount Interest by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificateamount. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor AmountPercentage or the Transferor Interest. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance Interest would cause the Transferor Amount Interest to be reduced below the Required Minimum Transferor Amount or the Pool Balance to be reduced below the Required Pool BalanceInterest, the Transferor who conveyed such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which 10 Business Days after such reassignment obligation arisesevent, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount Interest would be reduced below the Required Minimum Transferor Amount or (y) Interest. The portion of such deposit allocated to the Pool Balance would Investor Certificates of each Series shall be reduced below distributed to the Required Pool BalanceInvestor Certificateholders of each Series in the manner specified in Article IV, if applicable, on the Distribution Date relating to the Monthly Period in which such deposit is made. Upon the reassignment to the Transferor of any an Ineligible Receivable or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designeeTransferor, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable or Ineligible Collateral Certificate, all Recoveries related theretoReceivable, all monies and amounts due or to become due with respect to such Ineligible Receivable and all proceeds thereof of such Ineligible Receivable and Insurance Proceeds relating to such Ineligible Receivable allocated to such Ineligible Receivable pursuant to any Supplement. Such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect evidence the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b2.4(d)(iii), but only upon receipt . The obligation of an Officer’s Certificate from such the Transferor that states that all conditions set forth in this Section 2.6 have been satisfiedsubsection 2.4(d)(iii), or the automatic removal of such Receivable from the Trust, as the case may be, shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced subsections with respect to such Receivable available to Certificateholders or the Trustee on behalf of Certificateholders.

Procedures for Removal. When the provisions of subsection Section 2.6(a) above require (i) the removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance and to decrease the Transferor Amount by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificate. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and the Transferor AmountReceivable. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Pool Balance, the Transferor who conveyed such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date second Business Day following the Monthly Period in which such reassignment obligation arisesdetermination, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance. Upon reassignment of any Ineligible Receivable or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action transfer, assign, set-over and otherwise convey to the applicable Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in in, to and to under such Ineligible Receivable or Ineligible Collateral CertificateReceivable, all Recoveries related thereto, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassigned. The obligation of each the Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate previously conveyed to the Trust by such the Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.62.6(b), shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such an Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection Section 2.6(b), but only upon receipt of an Officer’s Certificate from such the Transferor that states that all conditions set forth in this Section 2.6 have been satisfiedsatisfied or waived.

Procedures for Removal. When the provisions of subsection 2.6(a) above require (i) the removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “"Ineligible Receivable”") by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance and to decrease the Transferor Amount by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “"Ineligible Collateral Certificate”") to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificate. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and the Transferor Amount. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Pool Balance, the Transferor who conveyed such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which such reassignment obligation arises, make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance. Upon reassignment of any Ineligible Receivable or Ineligible Collateral Certificate, the Indenture Trustee and the Trust shall automatically and without further action transfer, assign, set-over and otherwise convey to the applicable Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable or Ineligible Collateral Certificate, all Recoveries related thereto, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassigned. The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b), but only upon receipt of an Officer’s 's Certificate from such Transferor that states that all conditions set forth in this Section 2.6 have been satisfied.

Procedures for Removal. When the provisions of subsection 2.6(a2.05(a) or (b) above require (i) removal of a Collateral Certificate, the applicable Collateral Agent shall deliver such Collateral Certificate (such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor for cancellation by such Transferor and directing the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance for the applicable Asset Pool and to decrease the Transferor Amount of such Asset Pool by the Invested Amount of such Ineligible Collateral Certificate or (ii) removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance for the applicable Asset Pool and to decrease the Transferor Amount of such Asset Pool by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral CertificateReceivable. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate and the principal balance of each Ineligible Receivable shall be deducted from the Pool Balance and Transferor Amount for the Transferor Amountapplicable Asset Pool. In the event that the exclusion of an Ineligible Receivable Collateral Certificate or an Ineligible Collateral Certificate Receivable from the calculation of the Transferor Amount and the for an Asset Pool Balance would cause the Transferor Amount for such Asset Pool to be reduced below the Required Transferor Amount for such Asset Pool or the Pool Balance for such Asset Pool to be reduced below the Required Minimum Pool BalanceBalance for such Asset Pool or would otherwise not be permitted by law, the Transferor who conveyed such Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which 10 Business Days after such reassignment obligation arisesevent, make a deposit in the Excess Funding Account for that Asset Pool in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount for that Asset Pool would be reduced below the Required Transferor Amount for that Asset Pool or (y) the Pool Balance for that Asset Pool would be reduced below the Required Minimum Pool BalanceBalance for that Asset Pool. Upon reassignment of any Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, all Interchange and Recoveries related theretoto any such Receivable, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the applicable Excess Funding Account as provided in this Section 2.6Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee or the applicable Collateral Agent on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable pursuant to this subsection 2.6(b2.05(c), but only upon receipt of an Officer’s Certificate from such Transferor that states that all conditions set forth in this Section 2.6 2.05 have been satisfied.

Procedures for Removal. When the provisions of subsection 2.6(a2.04(d)(i) or (ii) above require (i) the removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance Principal Receivables in the Trust and to decrease the Transferor Amount Interest by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificateamount. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor AmountPercentage or the Transferor Interest. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance Interest would cause the Transferor Amount Interest to be reduced below the Required Transferor Amount zero or the Pool Balance to would otherwise not be reduced below the Required Pool Balancepermitted by law, the Transferor who conveyed shall concurrently make a deposit in the Collection Account (for allocation as a Principal Receivable) in immediately available funds prior to the Transfer Date related to such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which such reassignment obligation arises, make a deposit in the Excess Funding Account in immediately available funds event occurred in an amount equal to the greater of the amount by which (x) the Transferor Amount Interest would be reduced below zero. The portion of such deposit allocated to the Required Transferor Amount or (y) Investor Certificates of each Series shall be distributed to the Pool Balance would be reduced below Investor Certificateholders of each Series in the Required Pool Balancemanner specified in Article IV, if applicable, on the Distribution Date immediately following such Transfer Date. Upon the reassignment to the Transferor of any an Ineligible Receivable or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over set‑over and otherwise convey to the applicable Transferor or its designeeTransferor, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable or Ineligible Collateral Certificate, all Recoveries related theretoReceivable, all monies and amounts due or to become due with respect to such Ineligible Receivable and all proceeds thereof of such Ineligible Receivable and all Interchange, Insurance Proceeds and Recoveries relating to such Ineligible Receivable. Such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect evidence the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b2.04(d)(iii), but only upon receipt . The obligation of an Officer’s Certificate from such the Transferor that states that all conditions set forth in this Section 2.6 have been satisfiedsubsection 2.04(d)(iii) and the automatic removal of such Receivable from the Trust shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above‑referenced subsections with respect to such Receivable available to Certificateholders or the Trustee on behalf of Certificateholders.

Procedures for Removal. When the provisions of subsection 2.6(a2.04(d)(i) or (ii) above require (i) the removal of a Receivable, the applicable Transferor Seller shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance Principal Receivables in the Trust and to decrease the Transferor Amount Seller Interest by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral Certificateamount. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate shall be deducted from the Pool Balance and aggregate amount of Principal Receivables used in the Transferor Amountcalculation of any Investor Percentage, the Seller Percentage or the Seller Interest. In the event that the exclusion of an Ineligible Receivable or an Ineligible Collateral Certificate from the calculation of the Transferor Amount and the Pool Balance Seller Interest would cause the Transferor Amount Seller Interest to be reduced below the Required Transferor Amount zero or the Pool Balance to would otherwise not be reduced below the Required Pool Balancepermitted by law, the Transferor who conveyed Seller shall concurrently make a deposit in the Collection Account (for allocation as a Principal Receivable) in immediately available funds prior to the Transfer Date related to such Ineligible Receivable or Ineligible Collateral Certificate shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which such reassignment obligation arises, make a deposit in the Excess Funding Account in immediately available funds event occurred in an amount equal to the greater of the amount by which (x) the Transferor Amount Seller Interest would be reduced below zero. The portion of such deposit allocated to the Required Transferor Amount or (y) Investor Certificates of each Series shall be distributed to the Pool Balance would be reduced below Investor Certificateholders of each Series in the Required Pool Balancemanner specified in Article IV, if applicable, on the Distribution Date immediately following such Transfer Date. Upon the reassignment to the Seller of any an Ineligible Receivable or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designeeSeller, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable or Ineligible Collateral Certificate, all Recoveries related theretoReceivable, all monies and amounts due or to become due with respect to such Ineligible Receivable and all proceeds thereof of such Ineligible Receivable and Insurance Proceeds and Recoveries relating to such Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Supplement. Such reassigned Ineligible Receivable or Ineligible Collateral Certificate shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable or Ineligible Collateral Certificate conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section 2.6, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor Seller to effect evidence the conveyance of such Ineligible Receivable or Ineligible Collateral Certificate pursuant to this subsection 2.6(b2.04(d)(iii), but only upon receipt . The obligation of an Officer’s Certificate from such Transferor that states that all conditions the Seller set forth in this Section 2.6 have been satisfied.subsection

Procedures for Removal. When the provisions of subsection 2.6(a2.05(a) or (b) above require (i) removal of a Collateral Certificate, the applicable Collateral Agent shall deliver such Collateral Certificate (such Collateral Certificate, an "INELIGIBLE COLLATERAL CERTIFICATE") to the applicable Transferor with a valid assignment in the name of such Transferor for cancellation by such Transferor and directing the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance for the applicable Asset Pool and to decrease the Transferor Amount of such Asset Pool by the Invested Amount of such Ineligible Collateral Certificate or (ii) removal of a Receivable, the applicable Transferor shall accept reassignment of such Receivable (each such Receivable, an “Ineligible Receivable”"INELIGIBLE RECEIVABLE") by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Pool Balance for the applicable Asset Pool and to decrease the Transferor Amount of such Asset Pool by the principal balance of such Ineligible Receivable or (ii) the removal of a Collateral Certificate, the Indenture Trustee and the Issuer shall deliver such Collateral Certificate (each such Collateral Certificate, an “Ineligible Collateral Certificate”) to the applicable Transferor with a valid assignment in the name of such Transferor and direct the Servicer to deduct the Invested Amount of each such Ineligible Collateral Certificate from the Pool Balance and to decrease the Transferor Amount by the Invested Amount of each such Ineligible Collateral CertificateReceivable. On and after the date of such removal, the principal balance of each Ineligible Receivable and the Invested Amount of each Ineligible Collateral Certificate and the principal balance of each Ineligible Receivable shall be deducted from the Pool Balance and Transferor Amount for the Transferor Amountapplicable Asset Pool. In the event that the exclusion of an Ineligible Receivable Collateral Certificate or an Ineligible Collateral Certificate Receivable from the calculation of the Transferor Amount and the for an Asset Pool Balance would cause the Transferor Amount for such Asset Pool to be reduced below the Required Transferor Amount for such Asset Pool or the Pool Balance for such Asset Pool to be reduced below the Required Minimum Pool BalanceBalance for such Asset Pool or would otherwise not be permitted by law, the Transferor who conveyed such Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable shall immediately, but in no event later than 1:00 p.m., New York City time, on the first Payment Date following the Monthly Period in which 10 Business Days after such reassignment obligation arisesevent, make a deposit in the Excess Funding Account for that Asset Pool in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount for that Asset Pool would be reduced below the Required Transferor Amount for that Asset Pool or (y) the Pool Balance for that Asset Pool would be reduced below the Required Minimum Pool BalanceBalance for that Asset Pool. Upon reassignment of any Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, the Indenture Trustee and the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the applicable Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in and to such Ineligible Receivable Collateral Certificate or Ineligible Collateral CertificateReceivable, all Interchange and Recoveries related theretoto any such Receivable, all monies and amounts due or to become due and all proceeds thereof and such reassigned Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable shall be treated by the Indenture Trustee and the Trust as collected in full as of the date on which it was reassignedtransferred. The obligation of each Transferor to accept reassignment of any Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable conveyed to the Trust by such Transferor, and to make the deposits, if any, required to be made to the applicable Excess Funding Account as provided in this Section 2.6Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Trust or the Noteholders (or the Indenture Trustee or the applicable Collateral Agent on behalf of the Noteholders). The Trust shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the applicable Transferor to effect the conveyance of such Ineligible Receivable Collateral Certificate or Ineligible Collateral Certificate Receivable pursuant to this subsection 2.6(b2.05(c), but only upon receipt of an Officer’s 's Certificate from such Transferor that states that all conditions set forth in this Section 2.6 2.05 have been satisfied.