Common use of Procedures for Removal Clause in Contracts

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, 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 from the Principal Receivables in the Trust and to decrease the Seller Interest by such amount (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/Purchaser Percentage, the Seller Percentage or the Seller Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest would cause the Seller Interest to be reduced below the Aggregate Minimum Seller Interest, the Seller shall immediately, 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 in an amount equal to the amount by which the Seller Interest would be reduced below the Aggregate Minimum Seller Interest. Upon the reassignment to the Seller of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (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, and all proceeds of the foregoing and any such reassigned Ineligible Receivable shall no longer be treated as a 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 Seller to evidence the Conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of 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 (ii) above require removal of a Receivable, 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 from the Principal Receivables in the Trust and to decrease the Seller Interest by such amount (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/Purchaser Percentage, the Seller Percentage or the Seller Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest would cause the Seller Interest to be reduced below the Aggregate Minimum Seller Interest, the Seller shall immediately, 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 in an amount equal to the amount by which the Seller Interest would be reduced below the Aggregate Minimum Seller Interest. Upon the reassignment to the Seller of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (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, and all proceeds of the foregoing and any such reassigned Ineligible Receivable shall no longer be treated as a 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 Seller to evidence the Conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase Agreement.all

Procedures for Removal. When the provisions of subsection ---------------------- ---------- 2.4(d)(i) or (iisubsection 2.4(d)(ii) above require removal of a Receivable, --------- --------------------- the Seller shall accept reassignment of each the portion of such Receivable that is a Principal Receivable (an “"Ineligible Receivable”") by (i) directing the --------------------- Servicer to deduct the principal balance portion of each such Ineligible Receivable that is a Principal Receivable from the aggregate amount of Principal Receivables in the Trust and to decrease the Seller Interest by such amount 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 not below zero)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/Purchaser Investor Percentage, the Seller Percentage or the 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. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest would cause the Seller Interest to be reduced below the Aggregate Minimum Seller Interest, or would otherwise not be permitted by law, the Seller shall immediately, but in no event later than 10 Business Days 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 for allocation as a Principal Receivable pursuant to any Receivables Purchase Series shall be deposited in the Collection Account for the benefit of such Receivables Purchase SeriesArticle IV) in immediately available funds ---------- in an amount equal to the amount by which the Seller Interest (as determined above) would be reduced below the Aggregate 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 reassignment to the Seller of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, all monies due or to become due with respect theretothereto and all proceeds thereof, all Collections, all Recoveries, all rights, remedies, powers Recoveries and privileges with respect Interchange allocated to such Ineligible Receivable, Receivable pursuant to subsections 2.5(k) and all proceeds of the foregoing and any such reassigned Ineligible Receivable shall no longer be treated as a Receivable(l). The Trustee shall execute such documents ------------------ --- and instruments of transfer or assignment, including a written assignment in substantially on behalf of the form of Exhibit E-2Trust, and take other actions as shall reasonably be requested by the Seller to evidence the Conveyance 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 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Interestzero or would otherwise not be permitted by law, the Seller Transferor shall immediately, but in no event later than 10 Business Days after such event, or, if earlier, the next succeeding Distribution Date, concurrently make a deposit in the Excess Funding Collection 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 Seriesallocation as a Principal Receivable) 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 amount by which the Seller Transferor Interest would be reduced below zero. The portion of such deposit allocated to the Aggregate Minimum Seller InterestInvestor 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 Seller Transferor of an Ineligible Receivable, the Trust Trustee shall automatically and without further action be deemed to Convey transfer, assign, set‑over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, all monies due or to become due with respect theretoto such Ineligible Receivable and all proceeds of such Ineligible Receivable and all Interchange, all Collections, all Recoveries, all rights, remedies, powers Insurance Proceeds and privileges with respect Recoveries relating to such Ineligible Receivable, and all proceeds of the foregoing and any such . Such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii2.04(d)(iii). The obligation of the Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i3.10(b) or (iisubsection 3.13(b) above require removal of a Receivable, the Seller shall Servicer shall, subject to subsection 3.13(c), accept reassignment assignment of such Receivable (a "SERVICER INELIGIBLE RECEIVABLE") by depositing into the Collection Account on the applicable Determination Date an amount equal to the principal portion of each such Receivable (an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each and deducting such Ineligible Receivable amount from the Principal Receivables in the Trust and (to decrease the Seller Interest by such amount (but not below zeroextent previously included therein). 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 Deposits of any Investor/Purchaser Percentage, the Seller Percentage or the Seller Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest would cause the Seller Interest to be reduced below the Aggregate Minimum Seller Interest, the Seller shall immediately, 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 amounts into the Collection Account pursuant to this subsection 3.10(c) shall be treated for the benefit all purposes of such Receivables Purchase Series) in immediately available funds in an amount equal to the amount by which the Seller Interest would be reduced below the Aggregate Minimum Seller Interestthis Agreement as Principal Collections. Upon the reassignment to removal of such Servicer Ineligible Receivables (and the Seller making of an Ineligible Receivableany deposit required above), the Trust shall automatically and without further action be deemed to Convey transfer, assign, and otherwise convey to the SellerServicer, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such each Servicer Ineligible Receivable (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 each Servicer Ineligible Receivable, Receivable and all proceeds of the foregoing and any such reassigned Servicer Ineligible Receivable and Recoveries relating to such Servicer Ineligible Receivable. Such reassigned Receivables shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Servicer to evidence the Conveyance 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 the Seller 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 Certificateholders or Receivables Purchasers the Holders or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase Agreementthe Holders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Transferor Interest, the Seller Transferor shall immediately, 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 in an amount equal to the amount by which the Seller Transferor Interest would be reduced below the Aggregate Minimum Seller 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 reassignment to the Seller Transferor of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, 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 such Ineligible Receivable and Insurance Proceeds relating to such Ineligible Receivable allocated to such Ineligible Receivable pursuant to any such Supplement. Such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of the Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Seller Transferor shall give written notice of such removal to each Rating Agency and shall accept reassignment of each such Receivable (an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Transferor Interest, or would cause the Seller shall immediatelyaggregate Principal Receivables in the Trust to be less than the Minimum Aggregate Principal Receivables, but in no event later than 10 Business Days after such event, or, if earlieror would otherwise not be permitted by law, the next succeeding Distribution DateTransferor, 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 (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 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 Seller Transferor Interest would be reduced below the 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 Seller InterestTransferor 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 Seller Transferor of an Ineligible Receivable, the Trust Trustee shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, 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 (including all Finance Charge Receivables) and all proceeds of the foregoing and any such reassigned Ineligible Receivable shall no longer be treated as a Receivable. The Trustee shall execute and Insurance Proceeds relating to such documents Ineligible Receivable 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 Seller Interchange (if any) allocated to evidence the Conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii)any Supplement. The obligation Such reassigned Ineligible Receivable shall be treated by the Trustee as collected in full as of 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 Certificateholders or Receivables Purchasers or the Trustee date on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase Agreement.which it was

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Interestzero or would otherwise not be permitted by law, the Seller Transferor shall immediately, but in no event later than 10 Business Days after such event, or, if earlier, the next succeeding Distribution Date, concurrently make a deposit in the Excess Funding Collection 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 Seriesallocation as a Principal Receivable) 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 amount by which the Seller Transferor Interest would be reduced below zero. The portion of such deposit allocated to the Aggregate Minimum Seller InterestInvestor 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 Seller Transferor of an Ineligible Receivable, the Trust Trustee shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, all monies due or to become due with respect theretoto such Ineligible Receivable and all proceeds of such Ineligible Receivable and all Interchange, all Collections, all Recoveries, all rights, remedies, powers Insurance Proceeds and privileges with respect Recoveries relating to such Ineligible Receivable, and all proceeds of the foregoing and any such . Such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii2.04(d)(iii). The obligation of the Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Transferor Interest, the Seller Transferor shall immediatelypromptly, 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 in an amount equal to the amount by which the Seller Transferor Interest would be reduced below the Aggregate Minimum Seller 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 reassignment to the Seller Transferor of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, 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 such Ineligible Receivable and Insurance Proceeds relating to such Ineligible Receivable allocated to such Ineligible Receivable pursuant to any such Supplement. Such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of the Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, the Seller 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 Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that If the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Interestzero, the Seller Transferor shall immediatelypromptly, but and 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 Seller Transferor Interest would be reduced below the Aggregate Minimum Seller Interestzero. Upon the reassignment to removal of any Ineligible Receivable (and the Seller making of an Ineligible Receivableany deposit required above), the Trust shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, 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 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 such Supplement. Such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of the Seller 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 Certificateholders Holders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementHolders.

Procedures for Removal. When the provisions of subsection Section 2.4(d)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Transferor Interest, the Seller Transferor shall immediately, 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 (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 in an amount equal to the amount by which the Seller Transferor Interest would be reduced below the Aggregate Minimum Seller Transferor Interest. Upon the reassignment to the Seller Transferor of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (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, and all proceeds of the foregoing and any such reassigned Ineligible Receivable shall no longer be treated as a 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 Seller Transferor to evidence the Conveyance of such Ineligible Receivable pursuant to this subsection Section 2.4(d)(iii). The obligation of the Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables PurchasersCertificateholders, except as otherwise specified in any Supplement or Receivables Purchase AgreementSupplement.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii2.4(d)(ii) above require removal of a Receivable, the Seller shall Transferor shall, subject to subsection 2.4(d)(v), accept reassignment of each such Receivable (an “a "Transferor Ineligible Receivable”") by directing the Servicer to deduct the principal balance Aggregate Receivable Balance of each such Transferor Ineligible Receivable from the Principal Aggregate Receivables in the Trust and (to decrease the Seller Interest by extent previously included therein) as of such amount (but not below zero)date. 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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that If the exclusion of an a Transferor Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Interestzero or would otherwise not be permitted by law, the Seller Transferor shall immediatelypromptly, but and 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 for allocation as Principal Collections received on the portion day of such amount allocable to any Receivables Purchase Series shall be deposited in the Collection Account for the benefit of such Receivables Purchase Seriesdeposit) in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Seller Transferor Interest would be reduced below the Aggregate Minimum Seller Interestzero. Upon the reassignment to removal of any Transferor Ineligible Receivable (and the Seller mailing of an Ineligible Receivableany deposit required above), the Trust shall automatically and without further action be deemed to Convey transfer, assign and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such each Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such each Ineligible Receivable, Receivable and all proceeds of the foregoing each Receivable arising under such Ineligible Account and any Recoveries relating to such Transferor Ineligible Receivable. Each reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance conveyance of such Transferor Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of the Seller 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 Certificateholders the Holders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase Agreementthe Holders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i3.10(b) or (ii) above require removal of a Receivable, the Seller Servicer shall accept reassignment assignment of Receivables arising under an Account (a "Servicer Ineligible Account" and together with any Transferor Ineligible Accounts, "Ineligible Account") by depositing into the Collection Account on the applicable Determination Date an amount equal to the principal portion of each Receivable arising under such Receivable (an “Servicer Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each Account and deducting such Ineligible Receivable amount from the Principal Receivables in the Trust and (to decrease the Seller Interest by such amount (but not below zeroextent previously included therein). 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 Deposits of any Investor/Purchaser Percentage, the Seller Percentage or the Seller Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest would cause the Seller Interest to be reduced below the Aggregate Minimum Seller Interest, the Seller shall immediately, 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 amounts into the Collection Account pursuant to this subsection 3.10(c) shall be treated for the benefit all purposes of such Receivables Purchase Series) in immediately available funds in an amount equal to the amount by which the Seller Interest would be reduced below the Aggregate Minimum Seller Interestthis Agreement as Principal Collections. Upon the reassignment to removal of Receivables arising under such Servicer Ineligible Account (and the Seller mailing of an Ineligible Receivableany deposit required above), the Trust shall automatically and without further action be deemed to Convey transfer, assign, and otherwise convey to the SellerServicer, without recourse, representation or warranty, all the right, title and interest of the Trust in and to each Receivable arising under such Servicer Ineligible Receivable (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 each Receivable arising under such Servicer Ineligible Receivable, Account and all proceeds of the foregoing and any such reassigned Servicer Ineligible Receivable and Recoveries relating to such Servicer Ineligible Receivable. Such reassigned Receivables shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Servicer to evidence the Conveyance conveyance of each Receivable arising under such Servicer Ineligible Receivable Account pursuant to this subsection 2.4(d)(iii3.10(c). The obligation of the Seller 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 Certificateholders the Holders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase Agreementthe Holders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i3.10(b) or (iiand subsection 3.13(b) above require removal of a Receivable, Servicer shall, subject to subsection 3.13(c), accept assignment of such Receivable (a "Servicer Ineligible Receivable" and together with any Transferor Ineligible Receivable, an "Ineligible Receivable") by depositing into the Seller shall accept reassignment Collection Account on the applicable Determination Date an amount equal to the principal portion of each such Receivable (an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each and deducting such Ineligible Receivable amount from the Principal Receivables in the Trust and (to decrease the Seller Interest by such amount (but not below zeroextent previously included therein). 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 Deposits of any Investor/Purchaser Percentage, the Seller Percentage or the Seller Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest would cause the Seller Interest to be reduced below the Aggregate Minimum Seller Interest, the Seller shall immediately, 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 amounts into the Collection Account pursuant to this subsection 3.10(c) shall be treated for the benefit all purposes of such Receivables Purchase Series) in immediately available funds in an amount equal to the amount by which the Seller Interest would be reduced below the Aggregate Minimum Seller Interestthis Agreement as Principal Collections. Upon the reassignment to removal of such Servicer Ineligible Receivables (and the Seller making of an Ineligible Receivableany deposit required above), the Trust shall automatically and without further action be deemed to Convey transfer, assign, and otherwise convey to the SellerServicer, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such each Servicer Ineligible Receivable (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 each Servicer Ineligible Receivable, Receivable and all proceeds of the foregoing and any such reassigned Servicer Ineligible Receivable and Recoveries relating to such Servicer Ineligible Receivable. Such reassigned Receivables shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Servicer to evidence the Conveyance 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 the Seller 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 Certificateholders the Holders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase Agreementthe Holders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, 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 from the Principal Receivables in the Trust and to decrease the Seller Interest by such amount (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/Purchaser 38 Percentage, the Seller Percentage or the Seller Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest would cause the Seller Interest to be reduced below the Aggregate Minimum Seller Interest, the Seller shall immediately, 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 in an amount equal to the amount by which the Seller Interest would be reduced below the Aggregate Minimum Seller Interest. Upon the reassignment to the Seller of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (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, and all proceeds of the foregoing and any such reassigned Ineligible Receivable shall no longer be treated as a 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 Seller to evidence the Conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of 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)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller InterestTransferor Interest or would otherwise not be permitted by law, the Seller Transferor shall immediately, 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 Seller Transferor Interest would be reduced below the Aggregate Minimum Seller 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 reassignment to the Seller Transferor of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey transfer, assign, set over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible ReceivablesReceivable, all Receivables then existing and thereafter created in the related Account), all monies moneys due or to become due with respect thereto, thereto and all Collections, all Recoveries, all rights, remedies, powers proceeds thereof and privileges with respect Insurance Proceeds relating thereto and Interchange (if any) allocated to such Ineligible Receivable, and all proceeds of the foregoing and Receivable pursuant to any such Supplement. Such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii2.04(d)(iii). The obligation of the Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, 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 from the Principal Receivables in the Trust and to decrease the Seller Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Percentage or the Seller Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest would cause the Seller Interest to be reduced below the Aggregate Minimum Seller Interestzero or would otherwise not be permitted by law, the Seller shall immediately, but in no event later than 10 Business Days after such event, or, if earlier, the next succeeding Distribution Date, concurrently make a deposit in the Excess Funding Collection 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 Seriesallocation as a Principal Receivable) 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 amount by which the Seller Interest would be reduced below zero. The portion of such deposit allocated to the Aggregate Minimum Seller InterestInvestor 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 Seller of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, 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 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 such Supplement. Such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller to evidence the Conveyance conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii2.04(d)(iii). The obligation of 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.05(a) or (iib) above require removal of a Receivable, the Seller Transferor shall accept reassignment of each such Receivable (each such Receivable, an “Ineligible Receivable”) by directing the Servicer to deduct the principal balance of each such Ineligible Receivable from the Principal Receivables in the Trust Pool Balance and to decrease the Seller Interest Transferor Amount by the principal balance of such amount (but not below zero)Ineligible 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 the calculation of any Investor/Purchaser Percentage, the Seller Percentage or the Seller InterestPool Balance and Transferor Amount. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest Transferor Amount would cause the Seller Interest Transferor Amount to be reduced below the Aggregate Required Transferor Amount or the Pool Balance to be reduced below the Minimum Seller InterestPool Balance or would otherwise not be permitted by law, the Seller Transferor shall immediately, 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 in an amount equal to the amount by which (x) the Seller Interest Transferor Amount would be reduced below the Aggregate Required Transferor Amount or (y) the Pool Balance would be reduced below the Minimum Seller InterestPool Balance. Upon the reassignment to the Seller of an any Ineligible Receivable, the Trust Issuing Entity shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the SellerTransferor 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 (and if all the Receivables of an Account are Ineligible ReceivablesReceivable, all Receivables then existing Interchange and thereafter created in the Recoveries related Account)to any such Receivable, all monies and amounts due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to such Ineligible Receivable, and all proceeds of the foregoing thereof and any such reassigned Ineligible Receivable shall no longer be treated by the Issuing Entity as a Receivablecollected 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, including a written assignment in substantially the form of Exhibit E-2, and take such other actions as shall reasonably be requested and provided by the Seller Transferor to evidence effect the Conveyance 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 Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementSection 2.05 have been satisfied.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Transferor Interest, the Seller Transferor shall immediately, but in no event later than 10 Business Days after such event, or, if earlier, the next succeeding Distribution Date, make a deposit in into 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 in an amount equal to the amount by which the Seller Transferor Interest would be reduced below the Aggregate Minimum Seller 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 reassignment to the Seller Transferor of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, 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 such Ineligible Receivable and Insurance Proceeds relating to such Ineligible Receivable allocated to such Ineligible Receivable pursuant to any Supplement. Upon such deduction or deposit, the foregoing and any such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment, including a written assignment (each in substantially form and substance reasonably satisfactory to the form of Exhibit E-2, Trustee) and take other actions as shall reasonably be requested by the Seller Transferor to evidence the Conveyance conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii). The obligation of the Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.4(e)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust Issuer and to decrease the Seller Interest Transferor Amount by such amount (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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller InterestTransferor Amount. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Interest Transferor Amount would cause the Seller Interest Transferor Amount to be reduced below the Aggregate Minimum Seller InterestTransferor Amount, the Seller Transferor shall immediately, 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 in an amount equal to the amount by which the Seller Interest Transferor Amount would be reduced below the Aggregate Minimum Seller InterestTransferor Amount. Upon the reassignment to the Seller Transferor of an Ineligible Receivable, the Trust Issuer shall automatically and without further action be deemed to Convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust Issuer in and to such Ineligible Receivable (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, and all proceeds of the foregoing and any such reassigned Ineligible Receivable shall no longer be treated as a Receivable. The Trustee Issuer shall execute such documents and instruments of transfer or assignment, including a written assignment in substantially the form of Exhibit E-2C-2, and take other actions as shall reasonably be requested by the Seller Transferor to evidence the Conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii2.4(e)(iii). The obligation of the Seller 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 Certificateholders or Receivables Purchasers Noteholders or the Indenture Trustee on behalf of Certificateholders or Receivables Purchasersthe Noteholders, except as otherwise specified in any Supplement or Receivables Purchase AgreementIndenture Supplement.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Interestzero or would otherwise not be permitted by law, the Seller Transferor shall immediately, 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 Collection 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 Seriesallocation 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 Seller Transferor Interest would be reduced below zero. The portion of such deposit allocated to the Aggregate Minimum Seller InterestInvestor 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 reassignment to the Seller Transferor of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey transfer, assign, set-over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible Receivables, all Receivables then existing and thereafter created in the related Account)Receivable, all monies due or to become due with respect thereto, thereto and all Collections, all Recoveries, all rights, remedies, powers proceeds thereof and privileges with respect Insurance Proceeds relating thereto allocated to such Ineligible Receivable, and all proceeds of the foregoing and Receivable pursuant to any such Supplement. Such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance 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 the Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i) or (ii2.4(d)(ii) above require removal of a ReceivableReceivables arising under an Account, the Seller Transferor shall accept reassignment of each Receivable arising under such Receivable Account (an “a "Transferor Ineligible Receivable”Account") by directing the Servicer to deduct the principal balance Aggregate Receivable Balance of each such Receivable arising under an Ineligible Receivable Account from the Principal Aggregate Receivables in the Trust and (to decrease the Seller Interest by extent previously included therein) as of such amount (but not below zero)date. 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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that If the exclusion of a Receivable arising under an Ineligible Receivable Account from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Aggregate Minimum Seller Interestzero or would otherwise not be permitted by law, the Seller Transferor shall immediatelypromptly, but and 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 Collection Account (except that for allocation as Principal Collections received on the portion day of such amount allocable to any Receivables Purchase Series shall be deposited in the Collection Account for the benefit of such Receivables Purchase Seriesdeposit) in immediately available funds prior to the next succeeding Transfer Date in an amount equal to the amount by which the Seller Transferor Interest would be reduced below the Aggregate Minimum Seller Interestzero. Upon the reassignment to removal of any Transferor Ineligible Receivable (and the Seller mailing of an Ineligible Receivableany deposit required above), the Trust shall automatically and without further action be deemed to Convey transfer, assign and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such each Receivable arising under such Ineligible Receivable (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 each Receivable arising under such Ineligible Receivable, Account and all proceeds of the foregoing each Receivable arising under such Ineligible Account and any Recoveries relating to such Transferor Ineligible Receivable. Each reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance conveyance of such Receivable arising under such Ineligible Receivable Account pursuant to this subsection 2.4(d)(iii). The obligation of the Seller 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 Certificateholders the Holders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase Agreementthe Holders.

Procedures for Removal. When the provisions of subsection 2.4(d)(i2.04(d)(i) or (ii) above require removal of a Receivable, the Seller 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 from the Principal Receivables in the Trust and to decrease the Seller Transferor Interest by such amount (but not below zero)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/Purchaser Investor Percentage, the Seller Transferor Percentage or the Seller Transferor Interest. In the event that the exclusion of an Ineligible Receivable from the calculation of the Seller Transferor Interest would cause the Seller Transferor Interest to be reduced below the Minimum Transferor Interest or would cause the aggregate Principal Receivables in the Trust to be less than the Minimum Aggregate Minimum Seller InterestPrincipal Receivables, or would otherwise not be permitted by law, the Seller Transferor shall immediately, 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 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 Seller Interest would be reduced below the Aggregate Minimum Seller Interestsuch deposit is made. Upon the reassignment to the Seller Transferor of an Ineligible Receivable, the Trust shall automatically and without further action be deemed to Convey transfer, assign, set over and otherwise convey to the SellerTransferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Ineligible Receivable (and if all the Receivables of an Account are Ineligible ReceivablesReceivable, all Receivables then existing and thereafter created in the related Account), all monies moneys due or to become due with respect thereto, thereto and all Collections, all Recoveries, all rights, remedies, powers proceeds thereof and privileges with respect Insurance Proceeds relating thereto and Interchange (if any) allocated to such Ineligible Receivable, and all proceeds of the foregoing and Receivable pursuant to any such Supplement. Such reassigned Ineligible Receivable shall no longer be treated by the Trust as a Receivablecollected in full as of the date on which it was transferred. 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 Seller Transferor to evidence the Conveyance conveyance of such Ineligible Receivable pursuant to this subsection 2.4(d)(iii2.04(d)(iii). The obligation of the Seller 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 Certificateholders or Receivables Purchasers or the Trustee on behalf of Certificateholders or Receivables Purchasers, except as otherwise specified in any Supplement or Receivables Purchase AgreementCertificateholders.