Common use of Removal of Accounts and Participation Interests Clause in Contracts

Removal of Accounts and Participation Interests. On any day of any Monthly Period, each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, such Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number and the aggregate amount of Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such Transferor shall have delivered to the Trustee an Officer's Certificate of such Transferor, dated the Removal Date, to the effect that such Transferor reasonably believes that (a) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (c) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, the interests of the Investor Certificateholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's ’s right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the "“Removed Accounts"”) or Participation Interests conveyed to the Trust by such Transferor (the "“Removed Participation Interests"”) (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, such Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "“Removal Date"”); (ii) on or prior to the date that is five Business Days after the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number and the aggregate amount of Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such Transferor shall have delivered to the Trustee an Officer's ’s Certificate of such Transferor, dated the Removal Date, to the effect that such Transferor reasonably believes that (a) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (c) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, the interests of the Investor Certificateholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' ’ right to require the reassignment to them or their designees of all the Trustee's ’s right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C (the "“Reassignment"”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's ’s Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's ’s right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the "“Removed Accounts"”) or Participation Interests conveyed to the Trust by such Transferor (the "“Removed Participation Interests"”) (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, such Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "“Removal Date"”); (ii) on or prior to the date that is five Business Days after the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Trustee a the computer file or microfiche list containing a true and complete list of required to be delivered pursuant to Section 2.01 with respect to the Removed Accounts specifying for each such Account, as of on the date notice of the Removal Date such file or list is given, its account number and the aggregate amount of Receivables outstanding in such Accountrequired to be delivered pursuant to Section 2.01; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such Transferor shall have delivered to the Trustee an Officer's ’s Certificate of such Transferor, dated the Removal Date, to the effect that such Transferor reasonably believes that (a) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (c) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, the interests of the Investor Certificateholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' ’ right to require the reassignment to them or their designees of all the Trustee's ’s right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C (the "“Reassignment"”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's ’s Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, each Period the Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein in a Receivables Purchase Agreement (the "Removed Accounts") or Participation Interests conveyed to the Trust by such the Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv), (v) and (vvi) below: : (i) on or before the eighth Business Day immediately preceding the Removal Date, such the Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); ; (ii) on or prior to the date that is five Business Days after the Removal Date, such the Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; ; (iii) such the Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; ; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; ; (v) such the Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, with a copy to the Rating Agency, dated the Removal Date, to the effect that such the Transferor reasonably believes that (a) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (cI) no selection procedures believed by such the Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Securityholders have been used in selecting the Removed Accounts from among any pool of Accounts of or (II) a similar type. In addition to random selection procedure was used by the terms and conditions contained Transferor in clauses (i)-(v) above, selecting the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject (c) the Transferor Amount as of the Removal Date (determined after giving effect to such Removal and to the following restrictions: Principal Receivables or Participation Interests transferred to the Trust on such date) is greater than or equal to the Required Transferor Amount; and (avi) Except for Removed Accounts described if on the applicable Removal Date, the long-term unsecured debt obligations of Holdings or PFR are not rated at least in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random third highest rating category by the applicable Transferor; and (b) A Rating Agency, the Transferor may designate Removed Accounts as provided in and subject shall have delivered to the terms and conditions contained in this Section 2.10 without being subject Trustee, with a copy to the restrictions Rating Agency, an Officer's Certificate which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under factual basis for a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided conclusion that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by Removal would not constitute a party or parties to such agreements other than the Transferors, any Affiliate fraudulent conveyance of the Transferors or any agent of the TransferorsTransferor. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such the Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such the Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such AccountTransferor, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein. The foregoing conditions may be amended with the consent of the Rating Agency but without the consent of Securityholders if such amendment is required to comply with any accounting or regulatory restrictions to which the Trust, Holdings, the Transferor, PFR, any Account Originator or any Account Owner may become subject.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, Period each Transferor shall have the right to designate certain Accounts to be removed as Accounts and to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter createdcreated in such Removed Accounts, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the such Accounts. The Accounts specified herein for removal (the "Removed Accounts") or Participation Interests conveyed to the Trust by such a Transferor (the "Removed Participation Interests") (unless otherwise shall be set forth in a Receivables Transfer Agreement with such Transferor. The removal of Accounts and of Participation Interests are subject to the applicable Participation Interest Supplement or Series Supplement), and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) belowfollowing conditions: (ia) on or before the eighth fifth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), such Transferor shall have given the Trustee, the Servicer, the each Rating Agency and each any Series Enhancer written notice (unless such notice requirement is otherwise waived) of such removal and removal, specifying the date for removal of the Removed Accounts and removed or Participation Interests (the "Removal Date"); (iib) with respect to Removed Accounts, on or prior to the date that is five Business Days after the Removal Date, such Transferor shall amend have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice last day of the Monthly Period preceding the Removal Notice Date is given(the "Removal Cut-Off Date"), its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iiic) with respect to Removed Accounts, such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (iib) above, as of the Removal Cut-Off Date, is true and complete in all material respects; (ivd) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interestssuch removal; (ve) such Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (ai) such removal will not have an Adverse Effectnot, (b) based on the facts known to such removal will not result in officer at the occurrence time of such certification, then or thereafter cause a Pay-Pay Out Event or a Reinvestment EventEvent to occur with respect to any Series, and (cii) no selection procedures procedure believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders of any Series as of the Removal Date have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition or Participation Interests and (iii) to the terms and conditions contained in clauses (i)-(v) aboveextent applicable, the Transferors' right to require the reassignment to them or their designees conditions set forth in subsections (c), (d) and (f) of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferorthis Section 2.10 have been satisfied; and (bf) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent Removal Cut-Off Date, no more than 10% of the TransferorsReceivables outstanding are more than thirty days Contractually Delinquent. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such the relevant Transferor or its designee a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Participation Interests or Receivables arising in the Removed Accounts and Removed Participation InterestsAccounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof thereof. In addition, the Trustee shall execute such other documents and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Officer's Certificate delivered relevant Transferor to effect the conveyance of Participation Interests or Receivables pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein2.10.

Removal of Accounts and Participation Interests. On any day of any (a) Once per Monthly Period, each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto after the Removal Date, all monies due or to become due and all amounts received thereafter or receivable with respect thereto thereto, and all proceeds thereof in or with respect to the certain specified Accounts specified herein (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) belowfollowing conditions: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Trust, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after on or before the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Owner Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the removal will not cause the Transferor Interest to be less than the Required Transferor Interest; (iv) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph clause (ii) above, as of the Removal Date, is true and complete in all material respects; (ivv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (vvi) such Transferor shall have delivered to the Trust and the Indenture Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effecta material adverse effect on the Noteholders, (bB) such removal will not result in the occurrence of a Pay-Pay Out Event or a Reinvestment EventEvent of Default, and (cC) random selection procedures were used and no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable TransferorAccounts; and (vii) as of the Removal Date, no more than 10% of the Receivables outstanding are more than 30 days Contractually Delinquent. (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee Trust shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") Reassignment and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Trust and Owner Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no personal liability in so relying. In addition to . (c) Notwithstanding the foregoing, on upon the effective date when an Account becomes a Defaulted Accountof any rules promulgated under the Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities ("FAS 140") that would preclude sale accounting treatment for the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest conveyance of the Trustee Receivables for FAS 140 purposes because of the existence or continued effectiveness of the removal provisions of this Section 2.10, then the Transferor shall no longer have the right to so remove accounts and the Trust provisions of this Section 2.10 shall no longer be in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided hereineffect.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, each Period the Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein in a Receivables Purchase Agreement (the "Removed Accounts") or Participation Interests conveyed to the Trust by such the Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, such the Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after the Removal Date, such the Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such the Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such the Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such the Transferor reasonably believes that (a) such removal will not have an Adverse Effect, and (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (cI) no selection procedures believed by such the Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders have been used in selecting the Removed Accounts from among any pool of Accounts of or (II) a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random selection procedure was used by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if selecting the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the TransferorsAccounts. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such the Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such the Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such AccountTransferor, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein. The foregoing conditions may be amended with the consent of each Rating Agency but without the consent of Certificateholders if such amendment is required to comply with any accounting or regulatory restrictions to which the Trust, the Transferor or any Account Owner may become subject.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, each Period the Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein in a Receivables Purchase Agreement (the "Removed Accounts") or Participation Interests conveyed to the Trust by such the Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) below: : (i) on or before the eighth Business Day immediately preceding the Removal Date, such the Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); ; (ii) on or prior to the date that is five Business Days after the Removal Date, such the Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; ; (iii) such the Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; ; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; ; and (v) such the Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such the Transferor reasonably believes that (a) such removal will not have an Adverse Effect, and (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (cI) no selection procedures believed by such the Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders have been used in selecting the Removed Accounts from among any pool of Accounts of or (II) a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random selection procedure was used by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if selecting the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the TransferorsAccounts. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such the Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such the Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such AccountTransferor, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein. The foregoing conditions may be amended with the consent of the Rating Agency but without the consent of Certificateholders if such amendment is required to comply with any accounting or regulatory restrictions to which the Trust, Holdings, the Transferor, PFR, any Account Originator or any Account Owner may become subject.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, Period each Transferor shall have the right to designate certain Accounts to be removed as Accounts and to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter createdcreated in such Removed Accounts, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the such Accounts specified herein (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor a Transferor. The removal of Accounts specified for removal (the "Removed Accounts") and Participation Interests specified for removal ("Removed Participation Interests") (unless otherwise set forth in are subject to the applicable Participation Interest Supplement or Series Supplement), and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) belowfollowing conditions: (ia) on or before the eighth fifth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), such Transferor shall have given the Trustee, the Servicer, the each Rating Agency and each any Series Enhancer written notice (unless such notice requirement is otherwise waived) of such removal and removal, specifying the date for removal of the Removed Accounts and removed or Participation Interests (the "Removal Date"); (iib) with respect to Removed Accounts, on or prior to the date that is five Business Days after the Removal Date, such Transferor shall amend have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice last day of the Monthly Period preceding the Removal Notice Date is given(the "Removal Cut-Off Date"), its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iiic) with respect to Removed Accounts, such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (iib) above, as of the Removal Cut-Off Date, is true and complete in all material respects; (ivd) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interestssuch removal; (ve) such Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (ai) such removal will not have not, based on the facts known to such officer at the time of such certification, then or thereafter cause an Adverse EffectEffect to occur with respect to any Series, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (cii) no selection procedures procedure believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders of any Series as of the Removal Date have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject (iii) to the following restrictions: extent applicable, the conditions set forth in subsections (ac), (d) Except for and (f) of this Section 2.10 have been satisfied and (iv) no selection procedure was used which was intended to include a disproportionately higher level of Defaulted Receivables in the Removed Accounts described than exist in clause the Accounts and the removal of such Accounts is not for the intended purpose of mitigating losses to the Trust; and 39 48 (bf) belowas of the Removal Cut-Off Date, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate 10% of the Transferors or any agent of the TransferorsReceivables outstanding are more than thirty days Contractually Delinquent. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such the relevant Transferor or its designee a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Participation Interests or Receivables arising in the Removed Accounts and Removed Participation InterestsAccounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof thereof. In addition, the Trustee shall execute such other documents and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Officer's Certificate delivered relevant Transferor to effect the conveyance of Participation Interests or Receivables pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein2.10.

Removal of Accounts and Participation Interests. (a) On any day of any Monthly Period, Due Period each Transferor shall have the right to designate Accounts and require the reassignment to it or its designee of all the Owner Trustee’s, if any, and the Trust's ’s right, title and interest in, to and under the Receivables then existing and thereafter created, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received thereafter or receivable with respect thereto after the Removal Date and all proceeds thereof in or with respect to the such Accounts specified herein and any Insurance Proceeds relating thereto (the "“Removed Accounts"” ) or Participation Interests conveyed to the Trust by such Transferor (the "“Removed Participation Interests"” ) (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), and ) designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i)) through (v) below; provided, however, (iii), x) that the conditions listed in clauses (iv) and (v) belowbelow need not be satisfied if the Removed Accounts are related to a terminated Affinity Agreement, and (y) that the conditions listed in clauses (i) through (v) below need not be satisfied if the Removed Accounts are Zero Balance Accounts: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Owner Trustee, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "“Removal Date"” ); (ii) on or prior to the date that is five Business Days after the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Owner Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests;; and (v) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of such Transferor’s Certificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (c) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, the interests of the Investor Certificateholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; Effect and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. (a) ----------------------------------------------- On any day of any Monthly Period, Due Period each Transferor shall have the right to (x) designate Zero Balance Accounts, specific terminated merchant or co-branding participant accounts and randomly chosen removed accounts and to remove participations from the trust and (y) require the reassignment to it or its designee of all the Owner Trustee's and the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all Interchange and Recoveries related thereto after the Removal Date, all monies due or to become due and all amounts received thereafter or receivable with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the "Removed ------- Accounts") or Participation Interests conveyed to the Trust by such Transferor -------- (the "Removed Participation Interests") (unless otherwise set forth in the ------------------------------- applicable Participation Interest Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i)) through (v) below; provided, (iii)however, that the conditions listed in clauses (iv) and (v) belowbelow need not be satisfied if the Removed Accounts (x) are Zero Balance Accounts or (y) relate to a terminated Affinity Agreement and the related merchant or co-branding participant or designee has elected to purchase the Receivables in such Removed Accounts: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Owner Trustee, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date");; ------------ (ii) on or prior to the date that is five Business Days after on or before the Removal Date, such Transferor shall amend Schedule 1 by ---------- delivering to the Owner Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests;; and (v) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, Effect and (cB) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the TransferorsAccounts. Upon satisfaction of the above conditions, the Owner Trustee shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C B (the "Reassignment") and shall, without further action, be --------- ------------ deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Owner Trustee and the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Interchange and Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Owner Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Owner Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all Interchange related thereto, all monies and amounts due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. On any day of any (a) Once per Monthly Period, each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto after the Removal Date, all monies due or to become due and all amounts received thereafter or receivable with respect thereto thereto, and all proceeds thereof in or with respect to the certain specified Accounts specified herein (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) belowfollowing conditions: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Trust, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after on or before the Removal Date, such Transferor shall amend Schedule 1 by delivering deliver to the Owner Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the removal will not cause the Transferor Interest to be less than the Required Transferor Interest; (iv) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (ivv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (vvi) such Transferor shall have delivered to the Trust and the Indenture Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effecta material adverse effect on the Noteholders, (bB) such removal will not result in the occurrence of a Pay-Pay Out Event or a Reinvestment EventEvent of Default, and (cC) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions:Accounts; (avii) Except for Removed Accounts described in clause (b) belowas of the Removal Date, there shall be no more than one Removal Date in any Monthly Period and 10% of the Accounts to be designated as Removed Accounts shall be selected at random by the applicable TransferorReceivables outstanding are more than 30 days Contractually Delinquent; and (viii) the Transferor shall select Accounts for removal by a selection process, if any, which is consistent with achieving sale treatment under GAAP. (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee Trust shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") Reassignment and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Trust and Owner Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no personal liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountCharged-Off Receivable, the Trustee shall Trust shall, unless directed otherwise by the Transferor, automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Charged-Off Receivables in such Defaulted Account, all monies and amounts due or to become due with respect thereto, thereto and all proceeds thereof thereof, free and any Insurance Proceeds relating theretoclear of all Liens created by or through the Trust; provided, provided that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. (a) On any day of any Monthly Period, Period each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto received after the Removal Date, all monies due or to become due and all amounts received thereafter or receivable with respect thereto and all proceeds thereof in or with respect to the such Accounts specified herein (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i)) through (v) below; provided, (iii)however, that the conditions listed in clauses (iv) and (v) belowbelow need not be satisfied if the Removed Accounts (x) are Zero Balance Accounts or (y) relate to a terminated Merchant Agreement and the related Merchant has elected to purchase the Receivables in such Removed Accounts: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after on or before the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Indenture Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests;; and (v) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, Effect and (cB) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the TransferorsAccounts. Upon satisfaction of the above conditions, the Trustee Trust shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C B (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Owner Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies and amounts due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein. (b) Anything to the contrary herein notwithstanding, the Transferor shall be entitled to purchase all Receivables in Accounts designated for purchase or re-purchase by a Merchant pursuant to the termination of a Merchant Agreement to which such Merchant is a party. Any repurchase of Receivables pursuant to this subsection 2.10(b) shall be effected [in the manner, and at a price determined in accordance with subsection 2.05

Removal of Accounts and Participation Interests. (a) On any day of any Monthly Period, Period each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's ’s right, title and interest in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto after the Removal Date, all monies due or to become due and all amounts received thereafter or receivable with respect thereto thereto, and all proceeds thereof in or with respect to the Accounts specified herein (the "“Removed Accounts"”) or Participation Interests conveyed to the Trust by such Transferor (the "“Removed Participation Interests"”) (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), ) through (iii), (iv) and (vvi) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Owner Trustee, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "“Removal Date"”); (ii) on or prior to the date that is five (5) Business Days after on or before the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Indenture Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of such Transferor’s Certificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effecta material adverse effect on the Noteholders, (bB) such removal will not result in the occurrence of a Pay-Pay Out Event or a Reinvestment EventEvent of Default, and (cC) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable TransferorAccounts; and (vi) any other conditions specified in the related Indenture Supplement. (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee Trust shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C B (the "“Reassignment"”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's ’s Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no personal liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies and amounts due or to become due with respect thereto, thereto and all proceeds thereof and any Insurance Proceeds relating theretothereof; provided, provided that Recoveries of such Defaulted Account shall be applied as provided herein. In addition to the foregoing, each Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 if the Removed Accounts are designated in response to a third-party action or decision not to act and not the unilateral action of any Transferor. (c) With respect to Removed Accounts described in subsection 2.11(a), in addition to the foregoing requirements (i) there shall be no more than one Removal Date per Transferor in any Monthly Period, (ii) for each Removal Date, the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor and (iii) the Removed Accounts shall not, as of the Removal Notice Date, contain Principal Receivables which in the aggregate exceed an amount equal to the positive difference, if any, between the Transferor Interest and the Required Transferor Interest.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, Period each Transferor shall have the right right, subject to the restrictions set forth in Section 2.12, to require the reassignment to it or its designee of all the TrustTrustee's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies moneys due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein designated by such Transferor (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) belowfollowing conditions: (ia) on or before the eighth fifth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), such Transferor shall have given the Trustee, the Servicer, the each Rating Agency and each any Series Enhancer written notice (unless such notice requirement is otherwise waived) of such removal and removal, specifying the date for removal of the Removed Accounts and removed or Participation Interests (the "Removal Date"); (iib) with respect to Removed Accounts, on or prior to the date that is five ten Business Days after the Removal Date, such Transferor shall amend have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice last day of the Monthly Period preceding the Removal Notice Date is given(the "Removal Cut-Off Date"), its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iiic) with respect to Removed Accounts, such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (iib) above, as of the Removal Cut-Off Date, is true and complete in all material respects; (ivd) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interestssuch removal; (ve) such Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (ai) such removal will not have an Adverse Effectnot, (b) based on the facts known to such removal will not result in officer at the occurrence time of such certification, then or thereafter cause a Pay-Pay Out Event or a Reinvestment Event, to occur with respect to any Series and (cii) no selection procedures believed procedure was utilized by such Transferor to which would result in a selection of Removed Accounts or Participation Interests that would be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders have been used in selecting of any Series as of the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable TransferorDate; and (bf) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent Removal Cut-Off Date, no more than 10% of the TransferorsReceivables outstanding are more than thirty days Contractually Delinquent. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such the relevant Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designeeTransferor, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to the Participation Interests or Receivables arising in the Removed Accounts and Removed Participation InterestsAccounts, all monies moneys due and to become due and all amounts received with respect thereto and all proceeds thereof thereof. In addition, the Trustee shall execute such other documents and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Officer's Certificate delivered relevant Transferor to effect the conveyance of Participation Interests or Receivables pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein2.09.

Removal of Accounts and Participation Interests. (a) ----------------------------------------------- On any day of any Monthly Period, Due Period each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein in the Receivables Purchase Agreement (the "Removed Accounts") or Participation ---------------- Interests conveyed to the Trust by such Transferor (the "Removed Participation --------------------- Interests") (unless otherwise set forth in the applicable Participation Interest --------- Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i)) through (v) below; provided, (iii)however, that the conditions listed in clauses (iv) and (v) belowbelow need not be satisfied if the Removed Accounts (x) are Small Balance Accounts or (y) relate to a terminated Affinity Agreement and the related merchant or co-branding participant or designee has elected to purchase the Receivables in such Removed Accounts: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Owner Trustee, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date");; ------------ (ii) on or prior to the date that is five Business Days after on or before the Removal Date, such Transferor shall amend Schedule 1 by ---------- delivering to the Owner Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests;; and (v) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, Effect and (cB) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the TransferorsAccounts. Upon satisfaction of the above conditions, the Owner Trustee shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C B (the "Reassignment") and shall, without further action, be --------- ------------ deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Owner Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. (a) On any day of any Monthly Period, Period each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all Interchange and Recoveries related thereto after the Removal Date, all monies due or to become due and all amounts received thereafter or receivable with respect thereto thereto, and all proceeds thereof in or with respect to the Accounts specified herein (the "Removed AccountsREMOVED ACCOUNTS") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation InterestsREMOVED PARTICIPATION INTERESTS") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i)) through (vi) below; provided, (iii)however, that the conditions listed in clauses (iv) and (v) belowbelow need not be satisfied if the Removed Accounts relate to a terminated Affinity Agreement and the related merchant or co-branding participant has elected to purchase the Receivables in such Removed Accounts: (i) on or before the eighth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Owner Trustee, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal DateREMOVAL DATE"); (ii) on or prior to the date that is five (5) Business Days after on or before the Removal Date, such Transferor shall amend Schedule SCHEDULE 1 by delivering to the Owner Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effecta material adverse effect on the Noteholders, (bB) such removal will not result in the occurrence of a Pay-Pay Out Event or a Reinvestment EventEvent of Default, and (cC) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable TransferorAccounts; and (bvi) A Transferor may designate Removed Accounts as provided any other conditions specified in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferorsrelated Indenture Supplement. Upon satisfaction of the above conditions, the Trustee Trust shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C EXHIBIT B (the "ReassignmentREASSIGNMENT") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Interchange and Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Owner Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.make

Removal of Accounts and Participation Interests. On any day of any Monthly Period, Period each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein in a Receivables Transfer Agreement with such Transferor (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) belowfollowing conditions: (ia) on or before the eighth fifth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), such Transferor shall have given the Trustee, the Servicer, the each Rating Agency and each any Series Enhancer written notice (unless such notice requirement is otherwise waived) of such removal and removal, specifying the date for removal of the Removed Accounts and removed or Participation Interests (the "Removal Date"); (iib) with respect to Removed Accounts, on or prior to the date that is five ten Business Days after the Removal Date, such Transferor shall amend have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice last day of the Monthly Period preceding the Removal Notice Date is given(the "Removal Cut-Off Date"), its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iiic) with respect to Removed Accounts, such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (iib) above, as of the Removal Cut-Off Date, is true and complete in all material respects; (ivd) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interestssuch removal; (ve) such Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (ai) such removal will not have an Adverse Effectnot, (b) based on the facts known to such removal will not result in officer at the occurrence time of such certification, then or thereafter cause a Pay-Pay Out Event or a Reinvestment Event, Event to occur with respect to any Series and (cii) no selection procedures procedure believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders of any Series as of the Removal Date have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (bf) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent Removal Cut-Off Date, no more than 10% of the TransferorsReceivables outstanding are more than thirty days Contractually Delinquent. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such the relevant Transferor or its designee a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Participation Interests or Receivables arising in the Removed Accounts and Removed Participation InterestsAccounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof thereof. In addition, the Trustee shall execute such other documents and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Officer's Certificate delivered relevant Transferor to effect the conveyance of Participation Interests or Receivables pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein2.09.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, each Period the Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein in a Receivables Purchase Agreement (the "Removed Accounts") or Participation Interests conveyed to the Trust by such the Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, such the Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after the Removal Date, such the Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such the Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such the Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such the Transferor reasonably believes that (a) such removal will not have an Adverse Effect, and (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (cI) no selection procedures believed by such the Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders have been used in selecting the Removed Accounts from among any pool of Accounts of or (II) a similar type. In addition random selection procedure was used by the Transferor in selecting the Removed Accounts; [and] [(vi) the Transferor shall have delivered to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided Trustee an Tax Opinion that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by removal will not constitute a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. reissuance.] Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such the Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such the Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. (a) On any day of any Monthly Period, Due Period each Transferor shall have the right to (x) designate Zero Balance Accounts, specific terminated merchant or co-branding participant accounts and randomly chosen removed accounts and to remove participations from the trust and (y) require the reassignment to it or its designee of all the Owner Trustee's and the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto after the Removal Date, all monies due or to become due and all amounts received thereafter or receivable with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i)) through (v) below; provided, (iii)however, that the conditions listed in clauses (iv) and (v) belowbelow need not be satisfied if the Removed Accounts (x) are Zero Balance Accounts or (y) relate to a terminated Merchant Agreement and the related Merchant has elected to purchase the Receivables in such Removed Accounts: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Owner Trustee, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after on or before the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Owner Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests;; and (v) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, Effect and (cB) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the TransferorsAccounts. Upon satisfaction of the above conditions, the Owner Trustee shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C B (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Owner Trustee and the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Owner Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Owner Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies and amounts due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein. (b) Anything to the contrary herein notwithstanding, the Transferor shall be entitled to purchase all Receivables in Accounts designated for purchase or re-purchase by a Merchant pursuant to the termination of a Merchant Agreement to which such Merchant is a party. Any repurchase of Receivables pursuant to this subsection 2.10(b) shall be effected in the manner, and at a price determined in accordance with subsection 2.05(b) as if the Receivables being repurchased were Ineligible Receivables. Amounts deposited in the Collection Account in connection therewith shall be deemed to be Collections of Principal Receivables and shall be applied in accordance with Article VIII of the Indenture and the terms of each Indenture Supplement [Provisions to be added for deposit into the Special Funding Account].

Removal of Accounts and Participation Interests. On any day of any Monthly Period, each Transferor Due Period the Seller shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), and ) designated for removal by the Transferor, Seller upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) belowfollowing conditions: (i) on or before the eighth Business Day immediately preceding the Removal Date, such Transferor the Seller shall have given the Trustee, the Servicer, the each Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after the Removal Date, such Transferor the Seller shall amend have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor the Seller shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such Transferor the Seller shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor the Seller reasonably believes that (a) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment an Amortization Event, and (c) no selection procedures believed by such Transferor the Seller to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders have been used in selecting the removing Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such Transferor the Seller a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor the Seller or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating theretothereof. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. On any day of any (a) Once per Monthly Period, each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto after the Removal Date, all monies due or to become due and all amounts received thereafter or receivable with respect thereto thereto, and all proceeds thereof in or with respect to the certain specified Accounts specified herein (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) belowfollowing conditions: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Trust, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after on or before the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Owner Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the removal will not cause the Transferor Interest to be less than the Required Transferor Interest; (iv) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (ivv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (vvi) such Transferor shall have delivered to the Trust and the Indenture Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effecta material adverse effect on the Noteholders, (bB) such removal will not result in the occurrence of a Pay-Pay Out Event or a Reinvestment EventEvent of Default, and (cC) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable TransferorAccounts; and (vii) as of the Removal Date, no more than 10% of the Receivables outstanding are more than 30 days Contractually Delinquent. (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee Trust shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") Reassignment and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Trust and Owner Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no personal liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee shall Trust shall, unless directed otherwise by the Transferor, automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies and amounts due or to become due with respect thereto, thereto and all proceeds thereof and any Insurance Proceeds relating theretothereof; provided, provided that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. (a) On any day of any Monthly Period, Due Period each Transferor shall have the right to designate Accounts and require the reassignment to it or its designee of all the Owner Trustee’s, if any, and the Trust's ’s right, title and interest in, to and under the Receivables then existing and thereafter created, all Interchange, if any, and Recoveries related thereto, all monies due or to become due and all amounts received thereafter or receivable with respect thereto after the Removal Date and all proceeds thereof in or with respect to the such Accounts specified herein and any Insurance Proceeds relating thereto (the "“Removed Accounts"” ) or Participation Interests conveyed to the Trust by such Transferor (the "“Removed Participation Interests"” ) (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), and ) designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i)) through (v) below; provided, however, (iii), x) that the conditions listed in clauses (iv) and (v) belowbelow need not be satisfied if the Removed Accounts are related to a terminated Merchant Agreement, and (y) that the conditions listed in clauses (i) through (v) below need not be satisfied if the Removed Accounts are Zero Balance Accounts: (i) on or before the eighth fifth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Owner Trustee, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "“Removal Date"” ); (ii) on or prior to the date that is five Business Days after the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Owner Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests;; and (v) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of such Transferor’s Certificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, Effect and (cB) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the TransferorsAccounts. Upon satisfaction of the above conditions, the Owner Trustee shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C B (the "“Reassignment"” ) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Owner Trustee and the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Interchange and Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Owner Trustee may conclusively rely on the Officer's ’s Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. (a) On any day of any Monthly Period, Period each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's ’s right, title and interest in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto after the Removal Date, all monies due or to become due and all amounts received thereafter or receivable with respect thereto thereto, and all proceeds thereof in or with respect to the Accounts specified herein (the "“Removed Accounts"”) or Participation Interests conveyed to the Trust by such Transferor (the "“Removed Participation Interests"”) (unless otherwise set forth in the applicable Participation Interest Supplement or Series Indenture Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), ) through (iii), (iv) and (vvi) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, such Transferor shall have given written notice to the Owner Trustee, the Indenture Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "“Removal Date"”); (ii) on or prior to the date that is five (5) Business Days after on or before the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Indenture Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate of such Transferor’s Certificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (aA) such removal will not have an Adverse Effecta material adverse effect on the Noteholders, (bB) such removal will not result in the occurrence of a Pay-Pay Out Event or a Reinvestment EventEvent of Default, and (cC) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Noteholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable TransferorAccounts; and (vi) any other conditions specified in the related Indenture Supplement. (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the Transferors. Upon satisfaction of the above conditions, the Trustee Trust shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C B (the "“Reassignment"”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all Recoveries related thereto, all monies due and to become due and all amounts received or receivable with respect thereto after the Removal Date and all proceeds thereof and any Insurance Proceeds relating thereto. The Owner Trustee and the Indenture Trustee may conclusively rely on the Officer's ’s Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no personal liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies and amounts due or to become due with respect thereto, thereto and all proceeds thereof and any Insurance Proceeds relating theretothereof; provided, provided that Recoveries of such Defaulted Account shall be applied as provided herein. In addition to the foregoing, each Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.11 if the Removed Accounts are designated in response to a third-party action or decision not to act and not the unilateral action of any Transferor. (c) With respect to Removed Accounts described in subsection 2.11 (a) in addition to the foregoing requirements (i) there shall be no more than one Removal Date per Transferor in any Monthly Period, (ii) for each Removal Date, the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor and (iii) the Removed Accounts shall not, as of the Removal Notice Date, contain Principal Receivables which in the aggregate exceed an amount equal to the positive difference, if any, between the Transferor Interest and the Required Transferor Interest.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, Period each Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the "Removed Accounts") the Receivables with respect to which have been conveyed to the Trust by such Transferor or the Predecessor Transferor or Participation Interests conveyed to the Trust by such Transferor or the Predecessor Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) belowfollowing conditions: (i) on or before the eighth Business Day immediately preceding the Removal Date, such Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and 52 removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after the Removal Date, such Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (a) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Pay Out Event or a Reinvestment Event, and (c) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders have been used in selecting the Removed Accounts from among any pool of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) above, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the TransferorsAccounts. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein.

Removal of Accounts and Participation Interests. On any day of any Monthly Period, Period each Transferor Seller shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies moneys due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein owned and designated by such Seller (the "Removed Accounts") or Participation Interests conveyed to the Trust by such Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), and designated for removal by the TransferorSeller, upon satisfaction of the conditions in clauses (i), (iii), (iv) and (v) below: (i) following conditions: on or before the eighth fifth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), such Transferor Seller shall have given the Trustee, the Servicer, the each Rating Agency and each any Series Enhancer written notice (unless such notice requirement is otherwise waived) of such removal and removal, specifying the date for removal of the Removed Accounts and removed or Participation Interests (the "Removal Date"); (ii) ; with respect to Removed Accounts, on or prior to the date that is five ten Business Days after the Removal Date, such Transferor Seller shall amend have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice last day of the Monthly Period preceding the Removal Notice Date is given(the "Removal Cut-Off Date"), its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) ; with respect to Removed Accounts, such Transferor Seller shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (iib) above, as of the Removal Cut-Off Date, is true and complete in all material respects; (iv) ; the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests; (v) such Transferor removal; such Seller shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, dated the Removal Date, to the effect that such Transferor Seller reasonably believes that (ai) such removal will not have an Adverse Effectnot, (b) based on the facts known to such removal will not result in officer at the occurrence time of such certification, then or thereafter cause a Pay-Pay Out Event or a Reinvestment Event, to occur with respect to any Series and (cii) no selection procedures believed procedure was utilized by such Transferor to Seller which would result in a selection of Removed Accounts or Participation Interests that would be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders have been used in selecting of any Series as of the Removed Accounts from among any pool Removal Date; and as of Accounts of a similar type. In addition to the terms and conditions contained in clauses (i)-(v) aboveRemoval Cut-Off Date, the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.10 without being subject to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate 10% of the Transferors or any agent of the TransferorsReceivables outstanding are more than thirty days Contractually Delinquent. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such Transferor the relevant Seller or its designee a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such Transferor Seller or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Participation Interests or Receivables arising in the Removed Accounts and Removed Participation InterestsAccounts, all monies moneys due and to become due and all amounts received with respect thereto and all proceeds thereof thereof. In addition, the Trustee shall execute such other documents and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on instruments of transfer or assignment and 41 take such other actions as shall reasonably be requested by the Officer's Certificate delivered relevant Seller to effect the conveyance of Participation Interests or Receivables pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when an Account becomes a Defaulted Account, the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the applicable Transferor with respect to such Account, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein2.09.

Removal of Accounts and Participation Interests. On ----------------------------------------------- any day of any Monthly Period, each Period the Transferor shall have the right to require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof in or with respect to the certain designated Accounts specified herein (the "Removed Accounts") or Participation Interests conveyed to the Trust by such the Transferor (the "Removed Participation Interests") (unless otherwise set forth in the applicable Participation Interest Supplement or Series Supplement), ) and designated for removal by the Transferor, upon satisfaction of the conditions in clauses (i), (iii), (iv), (v) and (vvi) below: (i) on or before the eighth Business Day immediately preceding the Removal Date, such the Transferor shall have given the Trustee, the Servicer, the Rating Agency and each Series Enhancer notice (unless such notice requirement is otherwise waived) of such removal and specifying the date for removal of the Removed Accounts and removed Participation Interests (the "Removal Date"); (ii) on or prior to the date that is five Business Days after the Removal Date, such the Transferor shall amend Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) such the Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to the removal of the Removed Accounts and removed Participation Interests;; and (v) such the Transferor shall have delivered to the Trustee an Officer's Certificate of such TransferorCertificate, with a copy to the Rating Agency, dated the Removal Date, to the effect that such the Transferor reasonably believes that (a) such removal will not have an Adverse Effect, (b) such removal will not result in the occurrence of a Pay-Out Event or a Reinvestment Event, and (cI) no selection procedures believed by such the Transferor to be materially adverse to, or materially beneficial to, to the interests of the Investor Certificateholders Securityholders have been used in selecting the Removed Accounts from among any pool of Accounts of or (II) a similar type. In addition to random selection procedure was used by the terms and conditions contained Transferor in clauses (i)-(v) above, selecting the Transferors' right to require the reassignment to them or their designees of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Removed Participation Interests, shall be subject (c) the Transferor Amount as of the Removal Date (determined after giving effect to such Removal and to the following restrictions: (a) Except for Removed Accounts described in clause (b) below, there shall be no more than one Removal Date in any Monthly Period and the Accounts to be designated as Removed Accounts shall be selected at random by the applicable Transferor; and (b) A Transferor may designate Removed Accounts as provided in and subject Principal Receivables or Participation Interests transferred to the terms and conditions contained in this Section 2.10 without being subject Trust on such date) is greater than or equal to the restrictions set forth in clause (a) above if the Removed Accounts are Accounts (i) originated or acquired under a specific affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program which is co-owned, operated or promoted, provided that such agreement has terminated in accordance with the terms therein or (ii) being removed due to other circumstances caused by requirements of agreements in which the right to such Removed Accounts or control thereof is determined by a party or parties to such agreements other than the Transferors, any Affiliate of the Transferors or any agent of the TransferorsRequired Transferor Amount. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to such the Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to such the Transferor or its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts and Removed Participation Interests, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof and any Insurance Proceeds relating thereto. The Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.10 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted AccountReceivable, the Trustee Trust shall automatically and without further action or consideration be deemed to transfer, set over and otherwise convey to the applicable Transferor with respect to such AccountTransferor, without recourse, representation or warranty, all right, title and interest of the Trustee and the Trust in and to the Defaulted Receivables in such Defaulted Account, all monies due or to become due with respect thereto, all proceeds thereof and any Insurance Proceeds relating thereto; provided, that Recoveries of such Defaulted Account shall be applied as provided herein. -------- The foregoing conditions may be amended with the consent of the Rating Agency but without the consent of Securityholders if such amendment is required to comply with any accounting or regulatory restrictions to which the Trust, the Transferor, any Account Originator or any Account Owner may become subject.