Common use of Procedures for Removal Clause in Contracts

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) require removal of a Receivable, Transferor shall accept reassignment of such Receivable (an "Ineligible Receivable") by directing 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zero, Transferor shall promptly, and in no event later than 10 Business Days after such event, 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 amount by which the Transferor Interest would be reduced below zero. Upon the removal of any Ineligible Receivable (and the making of any deposit required above), the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable and all proceeds 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 shall be treated by the Trust as collected in full as of the date on which it was transferred. Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of Transferor set forth in this subsection 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. (iv)

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Transferor shall give written notice of such removal to each Rating Agency and shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerothe Minimum Transferor Interest, Transferor shall promptlyor would cause the aggregate Principal Receivables in the Trust to be less than the Minimum Aggregate Principal Receivables, and in no event later than 10 Business Days after such eventor would otherwise not be permitted by law, the Transferor, using funds received from the RPA Seller under Section 6.01 of the Receivables Purchase Agreement, shall: (i) concurrently make a deposit in the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date related to such Monthly Period in which such event occurred in an amount equal to the greater of: (x) the amount by which the Transferor Interest would be reduced below zerothe Minimum Transferor Interest or (y) the amount by which the aggregate Principal Receivables in the Trust would be less than the Minimum 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 removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust Trustee shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable (including all Finance Charge Receivables) and all proceeds 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 shall be treated by the Trust Trustee as collected in full as of the date on which it was transferred. Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of Transferor set forth in this subsection 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. (iv)was

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, Transferor the Seller shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Seller Interest by such amountamount (but not below zero). On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Investor/Purchaser 38 Percentage, the Transferor Seller Percentage or the Transferor Seller Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Seller Interest would cause the Transferor Seller Interest to be reduced below zerothe Aggregate Minimum Seller Interest, Transferor the Seller shall promptlyimmediately, and but in no event later than 10 Business Days after such event, or, if earlier, the next succeeding Distribution Date, make a deposit in the Excess Funding Account (except that the portion of such amount allocable to any Receivables Purchase Series shall be deposited in the Collection Account for the benefit of such Receivables Purchase Series) in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Transferor Seller Interest would be reduced below zerothe Aggregate Minimum Seller Interest. Upon the removal reassignment to the Seller of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey Convey to Transferorthe Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivableReceivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account), all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such Ineligible Receivable Receivable, and all proceeds of the foregoing and any 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 shall no longer be treated by the Trust as collected in full as of the date on which it was transferreda Receivable. The Trustee shall execute such documents and instruments of transfer or assignment, including a written assignment in substantially the form of Exhibit E-2, and take other actions as shall reasonably be requested by Transferor the Seller to evidence the conveyance Conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of Transferor the Seller set forth in this subsection 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Holders. (iv)Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase Agreement.

Procedures for Removal. When the provisions of subsection 2.4(d)(i3.10(b) or (iiand subsection 3.13(b) require removal of a Receivable, Transferor shall Servicer shall, subject to subsection 3.13(c), accept reassignment assignment of such Receivable (a "Servicer Ineligible Receivable" and together with any Transferor Ineligible Receivable, an "Ineligible Receivable") by directing Servicer depositing into the Collection Account on the applicable Determination Date an amount equal to deduct the principal balance portion of each such Ineligible Receivable (other than any portion of and deducting such principal balance constituting Discount Option Receivables) amount from the Principal Receivables in the Trust (to the extent previously included therein). Deposits of any amounts into the Collection Account pursuant to this subsection 3.10(c) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount treated for all purposes of this Agreement as Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zero, Transferor shall promptly, and in no event later than 10 Business Days after such event, 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 amount by which the Transferor Interest would be reduced below zeroCollections. Upon the removal of any such Servicer Ineligible Receivable Receivables (and the making of any deposit required above), the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to TransferorServicer, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such each Servicer Ineligible Receivable, Receivable all monies due or to become due with respect to such each Servicer Ineligible Receivable and all proceeds of such Servicer Ineligible Receivable and Recoveries and Insurance Proceeds relating to such Servicer Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any SupplementReceivable. Such reassigned Ineligible Receivable Receivables shall be treated by the Trust as collected in full as of the date on which it was transferred. Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor Servicer to evidence the conveyance of such each Servicer Ineligible Receivable pursuant to this subsection 2.4(d)(iii)3.10(c) in each case without recourse, representation or warranty. The obligation of Transferor Servicer set forth in this subsection 2.4(d)(iii3.10(c), 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 the Holders or Trustee on behalf of the Holders. (iv).

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, Transferor the Seller shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Seller Interest by such amountamount (but not below zero). On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Investor/Purchaser Percentage, the Transferor Seller Percentage or the Transferor Seller Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Seller Interest would cause the Transferor Seller Interest to be reduced below zerothe Aggregate Minimum Seller Interest, Transferor the Seller shall promptlyimmediately, and but in no event later than 10 Business Days after such event, or, if earlier, the next succeeding Distribution Date, make a deposit in the Excess Funding Account (except that the portion of such amount allocable to any Receivables Purchase Series shall be deposited in the Collection Account for the benefit of such Receivables Purchase Series) in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Transferor Seller Interest would be reduced below zerothe Aggregate Minimum Seller Interest. Upon the removal reassignment to the Seller of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey Convey to Transferorthe Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivableReceivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account), all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such Ineligible Receivable Receivable, and all proceeds of the foregoing and any 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 shall no longer be treated by the Trust as collected in full as of the date on which it was transferreda Receivable. The Trustee shall execute such documents and instruments of transfer or assignment, including a written assignment in substantially the form of Exhibit E-2, and take other actions as shall reasonably be requested by Transferor the Seller to evidence the conveyance Conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of Transferor the Seller set forth in this subsection 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Holders. (iv)Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase Agreement.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (iiSUBSECTION 2.4(D)(II) require removal of a Receivable, the Transferor shall shall, subject to SUBSECTION 2.4(D)(V), accept reassignment of such Receivable (an a "Ineligible ReceivableTRANSFEROR INELIGIBLE RECEIVABLE") by directing the Servicer to deduct the principal balance Aggregate Receivable Balance of each such Transferor Ineligible Receivable (other than any portion of such principal balance constituting Discount Option Receivables) from the Principal Aggregate Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by as of such amountdate. On and after the date of such removal, the principal portion of each Transferor Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If the exclusion of an a Transferor Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerozero or would otherwise not be permitted by law, the Transferor shall promptly, and in no event later than 10 Business Days after such event, make a deposit in the Excess Funding Account (for allocation as Principal Collections received on the day of deposit) in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Transferor Interest would be reduced below zero. Upon the removal of any Transferor Ineligible Receivable (and the making mailing of any deposit required above), the Trust shall automatically and without further action be deemed to transfer, assign, set-over assign and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to each such Transferor Ineligible Receivable, all monies due or to become due with respect to such Transferor Ineligible Receivable and all proceeds of such Transferor Ineligible Receivable and Recoveries and Insurance Proceeds relating to such Transferor Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any SupplementReceivable. Such reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee 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 Transferor Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of the Transferor set forth in this subsection 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 the Holders or the Trustee on behalf of the Holders. (iv).

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerozero or would otherwise not be permitted by law, the Transferor shall promptly, and in no event later than 10 Business Days after such event, concurrently make a deposit in the Excess Funding Collection Account (for allocation as a Principal Receivable) in immediately available funds prior to the next succeeding Transfer Date related to such Monthly Period in which such event occurred in an amount equal to the amount by which the Transferor Interest would be reduced below zero. 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 removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust Trustee shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable and all proceeds of such Ineligible Receivable and Recoveries and all Interchange, Insurance Proceeds and Recoveries relating to such Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any SupplementReceivable. Such reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee 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 2.4(d)(iii2.04(d)(iii). The obligation of the Transferor set forth in this subsection 2.4(d)(iii), or 2.04(d)(iii) and the automatic removal of such Receivable from the Trust, as the case may be, 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 Holders Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerozero or would otherwise not be permitted by law, the Transferor shall promptlyimmediately, and but in no event later than 10 Business Days after such event, make a deposit in the Excess Funding Collection Account (for allocation as a Principal Receivable) in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Transferor Interest would be reduced below zero. 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 relating to the Monthly Period in which ouch deposit is made. Upon the removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable thereto and all proceeds of such Ineligible Receivable and Recoveries thereof and Insurance Proceeds relating to such Ineligible Receivable and Interchange (if any) thereto allocated to such Ineligible Receivable pursuant to any Supplement. Such reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee 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 2.4(d)(iii2.04(d)(iii) (and any costs or expenses incurred by the Trustee in connection with such conveyance shall be reimbursed by the Servicer). The obligation of Transferor the Transferor, set forth in this subsection 2.4(d)(iii2.04(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 Holders Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i3.10(b) or (iisubsection 3.13(b) require removal of a Receivable, Transferor shall the Servicer shall, subject to subsection 3.13(c), accept reassignment assignment of such Receivable (an a "Ineligible ReceivableSERVICER INELIGIBLE RECEIVABLE") by directing Servicer depositing into the Collection Account on the applicable Determination Date an amount equal to deduct the principal balance portion of each such Ineligible Receivable (other than any portion of and deducting such principal balance constituting Discount Option Receivables) amount from the Principal Receivables in the Trust (to the extent previously included therein). Deposits of any amounts into the Collection Account pursuant to this subsection 3.10(c) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount treated for all purposes of this Agreement as Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zero, Transferor shall promptly, and in no event later than 10 Business Days after such event, 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 amount by which the Transferor Interest would be reduced below zeroCollections. Upon the removal of any such Servicer Ineligible Receivable Receivables (and the making of any deposit required above), the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to Transferorthe Servicer, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such each Servicer Ineligible Receivable, Receivable all monies due or to become due with respect to such each Servicer Ineligible Receivable and all proceeds of such Servicer Ineligible Receivable and Recoveries and Insurance Proceeds relating to such Servicer Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any SupplementReceivable. Such reassigned Ineligible Receivable Receivables shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor the Servicer to evidence the conveyance of such each Servicer Ineligible Receivable pursuant to this subsection 2.4(d)(iii)3.10(c) in each case without recourse, representation or warranty. The obligation of Transferor the Servicer set forth in this subsection 2.4(d)(iii3.10(c), 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 the Holders or the Trustee on behalf of the Holders. (iv).

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerothe Minimum Transferor Interest, the Transferor shall promptly, and but in no event later than 10 Business Days after such event, 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 amount by which the Transferor Interest would be reduced below zerothe Minimum Transferor Interest. 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 relating to the Monthly Period in which such deposit is made. Upon the removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable and all proceeds 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 shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee 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 2.4(d)(iii). The obligation of the Transferor set forth in this subsection 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 Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerothe Minimum Transferor Interest or would otherwise not be permitted by law, the Transferor shall promptlyimmediately, and but in no event later than 10 Business Days after such event, 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 amount by which the Transferor Interest would be reduced below zerothe Minimum Transferor Interest. 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 relating to the Monthly Period in which such deposit is made. Upon the removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies moneys due or to become due with respect to such Ineligible Receivable thereto and all proceeds of such Ineligible Receivable and Recoveries thereof and Insurance Proceeds relating to such Ineligible Receivable thereto and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Supplement. Such reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee 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 2.4(d)(iii2.04(d)(iii). The obligation of the Transferor set forth in this subsection 2.4(d)(iii2.04(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 Holders Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii2.4(d)(ii) require removal of a Receivable, Transferor shall shall, subject to subsection 2.4(d)(v), accept reassignment of such Receivable (an a "Transferor Ineligible Receivable") by directing Servicer to deduct the principal balance Aggregate Receivable Balance of each such Transferor Ineligible Receivable (other than any portion of such principal balance constituting Discount Option Receivables) from the Principal Aggregate Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by as of such amountdate. On and after the date of such removal, the principal portion of each Transferor Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If the exclusion of an a Transferor Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerozero or would otherwise not be permitted by law, Transferor shall promptly, and in no event later than 10 Business Days after such event, make a deposit in the Excess Funding Account (for allocation as Principal Collections received on the day of deposit) in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Transferor Interest would be reduced below zero. Upon the removal of any Transferor Ineligible Receivable (and the making mailing of any deposit required above), the Trust shall automatically and without further action be deemed to transfer, assign, set-over assign and otherwise convey to Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such each Ineligible Receivable, all monies due or to become due with respect to such each Ineligible Receivable and all proceeds of each Receivable arising under such Ineligible Receivable Account and Recoveries and Insurance Proceeds relating to such Transferor Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any SupplementReceivable. Such Each reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Transferor Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of Transferor set forth in this subsection 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 the Holders or Trustee on behalf of the Holders. (iv).

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, Transferor the Seller shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Seller Interest by such amountamount (but not below zero). On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Investor/Purchaser Percentage, the Transferor Seller Percentage or the Transferor Seller Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Seller Interest would cause the Transferor Seller Interest to be reduced below zerothe Aggregate Minimum Seller Interest, Transferor the Seller shall promptlyimmediately, and but in no event later than 10 Business Days after such event, or, if earlier, the next succeeding Distribution Date, make a deposit in the Excess Funding Account (except that the portion of such amount allocable to any Receivables Purchase Series shall be deposited in the Collection Account for the benefit of such Receivables Purchase Series) in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Transferor Seller Interest would be reduced below zerothe Aggregate Minimum Seller Interest. Upon the removal reassignment to the Seller of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey Convey to Transferorthe Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivableReceivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account), all monies due or to become due with respect to such Ineligible Receivable and thereto, all proceeds 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 shall be treated by the Trust as collected in full as of the date on which it was transferred. Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of Transferor set forth in this subsection 2.4(d)(iii)Collections, or the automatic removal of such Receivable from the Trustall Recoveries, 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. (iv)all

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerozero or would otherwise not be permitted by law, the Transferor shall promptly, and in no event later than 10 Business Days after such event, concurrently make a deposit in the Excess Funding Collection Account (for allocation as a Principal Receivable) in immediately available funds prior to the next succeeding Transfer Date related to such Monthly Period in which such event occurred in an amount equal to the amount by which the Transferor Interest would be reduced below zero. 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 removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust Trustee shall automatically and without further action be deemed to transfer, assign, set-over set‑over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable and all proceeds of such Ineligible Receivable and Recoveries and all Interchange, Insurance Proceeds and Recoveries relating to such Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any SupplementReceivable. Such reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee 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 2.4(d)(iii2.04(d)(iii). The obligation of the Transferor set forth in this subsection 2.4(d)(iii), or 2.04(d)(iii) and the automatic removal of such Receivable from the Trust, as the case may be, Trust shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced above‑referenced subsections with respect to such Receivable available to Holders Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerothe Minimum Transferor Interest, the Transferor shall promptlyimmediately, and but in no event later than 10 Business Days after such event, 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 amount by which the Transferor Interest would be reduced below zerothe Minimum Transferor Interest. 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 relating to the Monthly Period in which such deposit is made. Upon the removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable and all proceeds 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 shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee 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 2.4(d)(iii). The obligation of the Transferor set forth in this subsection 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 Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection Section 2.4(d)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amountamount (but not below zero). On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerothe Aggregate Minimum Transferor Interest, the Transferor shall promptlyimmediately, and but in no event later than 10 five (5) Business Days after such event, or, if earlier, the next succeeding Distribution Date, 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 amount by which the Transferor Interest would be reduced below zerothe Aggregate Minimum Transferor Interest. Upon the removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey Convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible ReceivableReceivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account), all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such Ineligible Receivable Receivable, and all proceeds of the foregoing and any 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 shall no longer be treated by the Trust as collected in full as of the date on which it was transferreda Receivable. The Trustee shall execute such documents and instruments of transfer or assignment, including a written assignment in substantially the form of Exhibit E-2, and take other actions as shall reasonably be requested by the Transferor to evidence the conveyance Conveyance of such Ineligible Receivable pursuant to this subsection Section 2.4(d)(iii). The obligation of the Transferor set forth in this subsection Section 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 Sections with respect to such Receivable available to Holders Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders, except as otherwise specified in any Supplement.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.05(a) or (iib) above require removal of a Receivable, the 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 Principal Receivables in the Trust (to the extent previously included therein) Pool Balance and to decrease the Transferor Interest Amount by the principal balance of such amountIneligible Receivable. On and after the date of such removal, the principal balance of each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in Pool Balance and Transferor Amount. In the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest Amount would cause the Transferor Interest Amount to be reduced below zerothe Required Transferor Amount or the Pool Balance to be reduced below the Minimum Pool Balance or would otherwise not be permitted by law, the Transferor shall promptlyimmediately, and but in no event later than 10 Business Days after such event, 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 amount by which (x) the Transferor Interest Amount would be reduced below zerothe Required Transferor Amount or (y) the Pool Balance would be reduced below the Minimum Pool Balance. Upon the removal reassignment of any Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust Issuing Entity shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to Transferorthe Transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the Trust Issuing Entity in and to such Ineligible Receivable, all Interchange and Recoveries related to any such Receivable, all monies and amounts due or to become due with respect to such Ineligible Receivable and all proceeds of thereof and 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 shall be treated by the Trust Issuing Entity as collected in full as of the date on which it was transferred. The obligation of the Transferor to accept reassignment of any Ineligible Receivable conveyed to the Issuing Entity by the Transferor, and to make the deposits, if any, required to be made to the applicable Excess Funding Account as provided in this Section 2.05, shall constitute the sole remedy respecting the event giving rise to such obligation available to the Issuing Entity or the Noteholders (or the Indenture Trustee on behalf of the Noteholders). The Issuing Entity shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested and provided by the Transferor to evidence effect the conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii2.05(c). The obligation , but only upon receipt of an Officer’s Certificate from the Transferor that states that all conditions set forth in this subsection 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. (iv)Section 2.05 have been satisfied.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerothe Minimum Transferor Interest or would cause the aggregate Principal Receivables in the Trust to be less than the Minimum Aggregate Principal Receivables, or would otherwise not be permitted by law, the Transferor shall promptlyimmediately, and but in no event later than 10 Business Days after such event, make a deposit in the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date in an amount equal sufficient to cure any such shortfall. The portion of such deposit allocated to the amount by 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 relating to the Monthly Period in which the Transferor Interest would be reduced below zerosuch deposit is made. Upon the removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies moneys due or to become due with respect to such Ineligible Receivable thereto and all proceeds of such Ineligible Receivable and Recoveries thereof and Insurance Proceeds relating to such Ineligible Receivable thereto and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Supplement. Such reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee 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 2.4(d)(iii2.04(d)(iii). The obligation of the Transferor set forth in this subsection 2.4(d)(iii2.04(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 Holders Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii2.4(d)(ii) require removal of a ReceivableReceivables arising under an Account, Transferor shall accept reassignment of each Receivable arising under such Receivable Account (an a "Transferor Ineligible ReceivableAccount") by directing Servicer to deduct the principal balance Aggregate Receivable Balance of each such Receivable arising under an Ineligible Receivable (other than any portion of such principal balance constituting Discount Option Receivables) Account from the Principal Aggregate Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by as of such amountdate. On and after the date of such removal, the principal portion of each Receivable arising under an Ineligible Receivable Account shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If the exclusion of a Receivable arising under an Ineligible Receivable Account from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerozero or would otherwise not be permitted by law, Transferor shall promptly, and in no event later than 10 Business Days after such event, make a deposit in the Excess Funding Collection Account (for allocation as Principal Collections received on the day of deposit) in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Transferor Interest would be reduced below zero. Upon the removal of any Transferor Ineligible Receivable (and the making mailing of any deposit required above), the Trust shall automatically and without further action be deemed to transfer, assign, set-over assign and otherwise convey to Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such each Receivable arising under such Ineligible ReceivableAccount, all monies due or to become due with respect to each Receivable arising under such Ineligible Receivable Account and all proceeds of each Receivable arising under such Ineligible Receivable Account and Recoveries and Insurance Proceeds relating to such Transferor Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any SupplementReceivable. Such Each reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor to evidence the conveyance of such Receivable arising under such Ineligible Receivable Account pursuant to this subsection 2.4(d)(iii). The obligation of Transferor set forth in this subsection 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 the Holders or Trustee on behalf of the Holders. (iv).

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, Transferor the Seller shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Seller Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Seller Percentage or the Transferor Seller Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Seller Interest would cause the Transferor Seller Interest to be reduced below zerozero or would otherwise not be permitted by law, Transferor the Seller shall promptly, and in no event later than 10 Business Days after such event, concurrently make a deposit in the Excess Funding Collection Account (for allocation as a Principal Receivable) in immediately available funds prior to the next succeeding Transfer Date related to such Monthly Period in which such event occurred in an amount equal to the amount by which the Transferor Seller Interest would be reduced below zero. 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 removal reassignment to the Seller of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to Transferorthe Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable and all proceeds of such Ineligible Receivable and Recoveries 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 shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor the Seller to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii2.04(d)(iii). The obligation of Transferor the Seller set forth in this subsection 2.4(d)(iii2.04(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 Holders Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zerothe Minimum Transferor Interest, the Transferor shall promptlyimmediately, and but in no event later than 10 Business Days after such event, make a deposit in into the Excess Funding Account in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Transferor Interest would be reduced below zerothe Minimum Transferor Interest. 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 relating to the Monthly Period in which such deposit is made. Upon the removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable and all proceeds 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 Upon such deduction or deposit, the reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment (each in form and substance reasonably satisfactory to the Trustee) and take other actions as shall reasonably be requested by the Transferor to evidence the conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of the Transferor set forth in this subsection 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 Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection ---------------------- ---------- 2.4(d)(i) or (iisubsection 2.4(d)(ii) above require removal of a Receivable, Transferor --------- --------------------- the Seller shall accept reassignment of the portion of such Receivable that is a Principal Receivable (an "Ineligible Receivable") by (i) 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) Receivable that is a Principal Receivable from the aggregate amount of Principal Receivables in the Trust (to the extent previously included therein) and to decrease the Transferor Seller Interest by such amountamount and (ii) depositing into the Collection Account an amount equal to the Finance Charge Receivables collected in respect of such Receivable through the date of such removal; provided, however, that if the exclusion of an Ineligible Receivable from -------- ------- the calculation -33- of the Seller Interest would cause the Seller Interest to be less than the Minimum Seller Interest or would otherwise not be permitted by law, such Ineligible Receivable shall not be automatically removed from the Trust, but shall be removed from the Trust only upon the making of the deposit to the Excess Funding Account referred to in the second following sentence. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Seller Percentage or the Transferor Seller Interest; provided, however, that for the purposes of subsection 2.6(a) and -------- ------- ----------------- the calculation of the Seller Interest, each Ineligible Receivable shall, notwithstanding the proviso to the immediately preceding sentence, be deemed to have been automatically removed from the Trust. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Seller Interest would cause the Transferor Seller Interest to be reduced below zerothe Minimum Seller Interest, Transferor or would otherwise not be permitted by law, the Seller shall promptlyimmediately, and but in no event later than 10 Business Days days after such event, make a deposit in the Excess Funding Account (for allocation as a Principal Receivable pursuant to Article IV) in immediately available funds prior to the next succeeding Transfer Date ---------- in an amount equal to the amount by which the Transferor Seller Interest (as determined above) would be reduced below zerothe Minimum Seller Interest. The portion of such deposit allocated to Investor Certificates of each Series shall be distributed to the Investor Certificateholders of each such Series in the manner specified in Article IV, if applicable, on the related ---------- Distribution Date in the Monthly Period following the Monthly Period in which such deposit is made. Upon the removal reassignment to the Seller of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to Transferorthe Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable, all monies due or to become due with respect to such Ineligible Receivable thereto and all proceeds of such Ineligible Receivable and thereof, Recoveries and Insurance Proceeds relating to such Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any Supplementsubsections 2.5(k) and (l). Such reassigned Ineligible Receivable shall be treated by the Trust as collected in full as of the date on which it was transferred. The Trustee shall execute such documents ------------------ --- and instruments of transfer or assignment assignment, on behalf of the Trust, and take other actions as shall reasonably be requested by Transferor the Seller to evidence the conveyance of such Ineligible Receivable pursuant to this subsection ---------- 2.4(d)(iii). In the event that on any day within 60 days of the date on ----------- which the removal of an Ineligible Receivable from the Trust pursuant to this Section 2.4 is effected, the applicable representations and warranties ----------- shall be true and correct in all material respects on such date, the Seller may, but shall not be required to, direct the Servicer to include such Receivable in the Trust by adding the portion of such Receivable which is a Principal Receivable to the Principal Receivables in the Trust. Upon the addition of a Receivable to the Trust pursuant to this subsection 2.4(d)(iii), the ---------------------- Seller shall be deemed to have made the applicable representations and warranties in subsection 2.4(b) as of the date of such addition, as if the ----------------- Receivable had been created on such date, and shall execute all such necessary documents and instruments of transfer or assignment and take such other actions as shall be necessary to effect and perfect the reconveyance of such Receivable to the Trust. The obligation of Transferor the Seller set forth in this subsection 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 Certificateholders or the Trustee on behalf of Holders. (iv)Certificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii3.10(b) require removal of a Receivable, Transferor Servicer shall accept reassignment assignment of such Receivable Receivables arising under an Account (an a "Servicer Ineligible Account" and together with any Transferor Ineligible Accounts, "Ineligible ReceivableAccount") by directing Servicer depositing into the Collection Account on the applicable Determination Date an amount equal to deduct the principal balance portion of each Receivable arising under such Servicer Ineligible Receivable (other than any portion of Account and deducting such principal balance constituting Discount Option Receivables) amount from the Principal Receivables in the Trust (to the extent previously included therein). Deposits of any amounts into the Collection Account pursuant to this subsection 3.10(c) and to decrease the Transferor Interest by such amount. On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount treated for all purposes of this Agreement as Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor Interest. If the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest would cause the Transferor Interest to be reduced below zero, Transferor shall promptly, and in no event later than 10 Business Days after such event, 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 amount by which the Transferor Interest would be reduced below zeroCollections. Upon the removal of any Receivables arising under such Servicer Ineligible Receivable Account (and the making mailing of any deposit required above), the Trust shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey to TransferorServicer, without recourse, representation or warranty, all the right, title and interest of the Trust in and to each Receivable arising under such Servicer Ineligible ReceivableAccount, all monies due or to become due with respect to each Receivable arising under such Servicer Ineligible Receivable Account and all proceeds of such Servicer Ineligible Receivable and Recoveries and Insurance Proceeds relating to such Servicer Ineligible Receivable and Interchange (if any) allocated to such Ineligible Receivable pursuant to any SupplementReceivable. Such reassigned Ineligible Receivable Receivables shall be treated by the Trust as collected in full as of the date on which it was transferred. Trustee shall execute such documents and instruments of transfer or assignment and take other actions as shall reasonably be requested by Transferor Servicer to evidence the conveyance of each Receivable arising under such Servicer Ineligible Receivable Account pursuant to this subsection 2.4(d)(iii3.10(c). The obligation of Transferor Servicer set forth in this subsection 2.4(d)(iii3.10(c), 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 the Holders or Trustee on behalf of the Holders. (iv).

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.4(e)(i) or (ii) above require removal of a Receivable, the Transferor shall accept reassignment of 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 Principal Receivables in the Trust (to the extent previously included therein) Issuer and to decrease the Transferor Interest Amount by such amountamount (but not below zero). On and after the date of such removal, each Ineligible Receivable shall be deducted from the aggregate amount of Principal Receivables used in the calculation of any Investor Percentage, the Transferor Percentage or the Transferor InterestAmount. If In the event that the exclusion of an Ineligible Receivable from the calculation of the Transferor Interest Amount would cause the Transferor Interest Amount to be reduced below zerothe Minimum Transferor Amount, the Transferor shall promptlyimmediately, and but in no event later than 10 Business Days after such event, or, if earlier, the next succeeding Distribution Date, 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 amount by which the Transferor Interest Amount would be reduced below zerothe Minimum Transferor Amount. Upon the removal reassignment to the Transferor of any an Ineligible Receivable (and the making of any deposit required above)Receivable, the Trust Issuer shall automatically and without further action be deemed to transfer, assign, set-over and otherwise convey Convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust Issuer in and to such Ineligible ReceivableReceivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account), all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such Ineligible Receivable Receivable, and all proceeds of the foregoing and any 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 shall no longer be treated by the Trust as collected in full as of the date on which it was transferreda Receivable. Trustee The Issuer shall execute such documents and instruments of transfer or assignment, including a written assignment in substantially the form of Exhibit C-2, and take other actions as shall reasonably be requested by the Transferor to evidence the conveyance Conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii2.4(e)(iii). The obligation of the Transferor set forth in this subsection 2.4(d)(iii2.4(e)(iii), or the automatic removal of such Receivable from the TrustIssuer, 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 Noteholders or the Indenture Trustee on behalf of Holders. (iv)the Noteholders, except as otherwise specified in any Indenture Supplement.