Common use of Removal of Accounts Clause in Contracts

Removal of Accounts. (a) On any day of any Due Period the Sellers shall have the right to require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect to the Accounts designated by the Sellers, upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers shall 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On any day of any Due Period the Sellers Monthly Period, each Transferor shall have the right to require the reassignment to them it or their its designee of all of the Trust’s right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the “Removed Accounts”) and designated for removal by the Sellerssuch Transferor, upon satisfaction of all the following conditionsconditions in clauses (i) through (v) below: (i) on or before the fifth tenth Business Day (the “Removal Notice Date”) immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”), such Transferor shall have given the Owner Trustee, the Indenture Trustee, the Servicer, the other Transferors, if any, and each Note Rating Agency notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to such Transferor on the Removal Date; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers such Transferor shall have amended amend Schedule 1 by delivering to the Issuer and the Indenture Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts Accounts, specifying for each such Account, as of the date notice of the Removal Date is givenNotice Date, its account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 Note Rating Agency Condition shall have been satisfied with respect to such removal;the removal of the Removed Accounts; and (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Owner Trustee and each Series Enhancer a certificate the Indenture Trustee an Officer’s Certificate of a Vice President or more senior officersuch Transferor, dated the Removal Date, to the effect that such Seller Transferor reasonably believes that (a) such removal of any Receivable of any Removed Account will not have result in an Adverse Effect with respect to any Series, Class or Tranche of Notes and is not reasonably expected (b) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, the interests of any Noteholders have an Adverse Effect at been used in selecting the Removed Accounts from among any time pool of Accounts of a similar type. (b) In addition to the terms and conditions contained in clauses (a)(i)-(v) above, the futureTransferor’s right to require the reassignment to it or its designees of all the Trust’s right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables in Removed Accounts shall be subject to the following restrictions: (i) Except for Removed Accounts described in clause (ii) below: (A) there shall be no less than 90 days between Removal Dates; (viB) the Sellers Accounts to be designated as Removed Accounts shall have delivered to be selected at random by the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removalapplicable Transferor; and (viiC) such removal the book value of the Receivables in the Accounts to be designated as Removed Accounts shall not exceed 10% of book value of the Receivables in the Trust as of the related Removal Date. (ii) The Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.14 without being subject to the conditions set forth is clauses (a)(iv) or (a)(v)(b) above or the restrictions set forth in clause (b)(i) above if the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales are Accounts (i) originated or acquired under generally accepted accounting principles 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 FASB Statement No. 140the 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 Transferor, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each any Affiliate of the Sellers shall have delivered to Transferor or any agent of the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Transferor. (c) Upon satisfaction of all of the above conditions, the Trustee Owner Trustee, on behalf of the Trust, shall execute and deliver to the Sellers such Transferor a written reassignment in substantially the form of Exhibit C D (the “Reassignment”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers such Transferor or their its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in in, to and to under the Receivables arising in the Removed Accounts, all Recoveries related thereto, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust Assets. The Indenture Trustee and the Owner Trustee may conclusively rely on the Officer’s Certificate delivered pursuant to this Section 2.14 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. (bd) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable (including any related Finance Charge Receivables), the Indenture Trustee and the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable SellerTransferor, without recourse, representation or warranty, all right, title and interest of the Indenture Trustee and the Trust in in, to and to under the Defaulted Receivables arising (including any related Finance Charge Receivables) in such Account, all monies due and or to become due due, all amounts received or receivable with respect thereto and all proceeds thereof, provided, ; provided that Recoveries of such Account Defaulted Receivables shall be applied as provided hereinin the Servicing Agreement. The Indenture Trustee and the Owner Trustee, on behalf of the Trust, shall execute and deliver such instruments of transfer and assignment (including any UCC termination statements), in each case without recourse, as shall be reasonably requested by the applicable Transferor to vest in such Transferor or its designee all right, title and interest that the Indenture Trustee and the Trust had in such Defaulted Receivables (including any related Finance Charge Receivables).

Removal of Accounts. (a) On any day of any Due Period the Sellers shall have the right to require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect Subject to the conditions set forth below, the Issuing Entity may, but shall not be obligated to, designate certain Asset Pool One Accounts designated by (the Sellers, upon satisfaction of all “Removed Asset Pool One Accounts”) the following conditions: (i) on Asset Pool One Receivables in which will be removed from the Collateral. On or before the fifth Business Day immediately preceding (the “Removal Notice Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying ”) prior to the date for removal of on which the Asset Pool One Receivables from the designated Removed Asset Pool One Accounts will be removed from the Collateral (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Issuing Entity shall have amended Schedule 1 by delivering to give 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 numberIndenture Trustee, the aggregate amount outstanding in such Account Owner Trustee, the Collateral Agent, the Servicer and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers shall have represented and warranted as of the Removal Date each Note Rating Agency written notice that the list of Asset Pool One Receivables from such Removed Asset Pool One Accounts delivered pursuant are to paragraph (ii) above, as of be removed from the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofCollateral. (b) On any day of any Due Period, the Sellers The Issuing Entity shall have the right be permitted to designate Inactive Removed Asset Pool One Accounts and to remove such Inactive Accounts the related Asset Pool One Receivables from Schedule 1 hereto and from its documents and records, including appropriate computer files, the Collateral only upon satisfaction of the following conditions: (i) the removal of any Asset Pool One Receivables of any Removed Asset Pool One Accounts on any Removal Date shall not, in the reasonable belief of the Issuing Entity, cause an Adverse Effect or the Asset Pool One Transferor Amount to be less than the Asset Pool One Required Transferor Amount or the Asset Pool One Pool Balance to be less than the Asset Pool One Minimum Pool Balance for the Monthly Period in which such removal occurs; (ii) on or before prior to the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below)Date, the Sellers Issuing Entity shall have given delivered to the TrusteeCollateral Agent for execution a written assignment in substantially the form of Exhibit D (the “Reassignment”) and, within five Business Days after the Removal Date, the Issuing Entity shall have delivered to the Collateral Agent an accurate list, based on the computer records of, or kept on behalf of, the Transferor (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between the Transferor and the Collateral Agent) of all Removed Asset Pool One Accounts, identified by account number and the aggregate amount of the Asset Pool One Receivables in each Removed Asset Pool One Account as of the Removal Cut-Off Date, which list shall, as of the Removal Date, modify and amend and be incorporated into and made a part of this Asset Pool One Supplement; (iii) the Servicer shall represent and each Rating Agency notice warrant that (which may be delivered via facsimile x) a random selection procedure was used by the Servicer in selecting the Removed Asset Pool One Accounts and only one such removal of randomly selected Asset Pool One Accounts shall occur in the then current Monthly Period, (y) the Removed Asset Pool One Accounts arose pursuant to an affinity, private-label, agent-bank, co-branding or other means of electronic transmission arrangement with receipt confirmeda third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the third party to repurchase the Removed Asset Pool One Accounts subject to such arrangement, upon such cancellation or non-renewal and the third party has exercised such repurchase right or (z) of such removal (A) specifying the date for removal of the applicable Inactive Removed Asset Pool One Accounts (such date, the “Inactive Account Removal Date”), (B) certifying were selected using another method that the Sellers reasonably believe that such removal will not result in preclude transfers from satisfying the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted conditions for as sales sale accounting treatment under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and; (iiiv) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, if such removal is pursuant to subsection 2.5(b)(iii)(z), the Sellers Note Rating Agency Condition shall have amended Schedule 1 by delivering been satisfied; and (v) (A) the Issuing Entity shall have delivered to the Collateral Agent an Officer’s Certificate confirming the items set forth in clauses (i) and (ii) above and (B) the Servicer shall have delivered to the Collateral Agent an Officer’s Certificate confirming the items set forth in clauses (iii) and (iv) above. The Indenture Trustee a computer file or microfiche list containing a true and complete list the Collateral Agent may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the removed Inactive above conditions, the Collateral Agent shall execute and deliver the Reassignment to the Issuing Entity, and the Asset Pool One Receivables from the Removed Asset Pool One Accounts specifying for each such removed Inactive Account, as shall no longer constitute a part of the Inactive Account Removal DateCollateral. Thereafter, its account number. such Accounts designated by shall be removed from the Sellers Trust pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest 2.13 of the Trust in Transfer and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinServicing Agreement.

Removal of Accounts. (a) On any day of any Due Period Subject to the Sellers conditions set forth below, the Transferor may, but shall have not be obligated to, designate Receivables from certain Accounts (the right to require the reassignment to them or their designee of all “Removed Accounts”) for removal from 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 with respect thereto and all proceeds thereof in or with respect to the Accounts designated by the Sellers, upon satisfaction of all the following conditions: (i) on . On or before the fifth Business Day immediately preceding (the “Removal Notice Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying ”) prior to the date for removal of on which the Receivables from the designated Removed Accounts will be reassigned to the Transferor (the “Removal Date”); (ii) on or prior , the Issuing Entity shall give the Owner Trustee, the Indenture Trustee, the Servicer, the Collateral Agent and each Note Rating Agency written notice that the Receivables from such Removed Accounts are to be reassigned to the date that is ten Business Days after the Removal Date, the Sellers shall 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTransferor. (b) On any day of any Due Period, the Sellers The Transferor shall have the right be permitted to designate Inactive and require reassignment to it of Receivables from Removed Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, only upon satisfaction of the following conditions: (i) on or before all of the fifth Business Day immediately preceding requirements for the Inactive Account Removal Date removal of Accounts under the Asset Pool One Supplement have been satisfied; (as defined below), the Sellers shall have given the Trustee, ii) the Servicer shall represent and each Rating Agency notice warrant that (which may be delivered via facsimile x) a random selection procedure was used by the Servicer in selecting the Removed Accounts and only one such removal of randomly selected Accounts shall occur in the then current Monthly Period, (y) the Removed Accounts arose pursuant to an affinity, private-label, agent-bank, co-branding or other means of electronic transmission arrangement with receipt confirmeda third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the third party to repurchase the Removed Accounts subject to such arrangement, upon such cancellation or non-renewal and the third party has exercised such repurchase right or (z) of such removal (A) specifying the date for removal of the applicable Inactive Removed Accounts (such date, the “Inactive Account Removal Date”), (B) certifying were selected using another method that the Sellers reasonably believe that such removal will not result in preclude transfers from satisfying the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted conditions for as sales sale accounting treatment under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and; (iiiii) the removal of any Receivable of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, cause an Adverse Effect or the Transferor Amount to be less than the Required Transferor Amount or the Pool Balance to be less than the Minimum Pool Balance for such Monthly Period in which such removal occurs; (iv) on or prior to the date that is ten Removal Date, the Transferor shall have delivered to the Owner Trustee, on behalf of the Issuing Entity, for execution, a written assignment in substantially the form of Exhibit B (the “Reassignment”) and the Transferor shall have, within five Business Days after the Inactive Account Removal Date, or as otherwise agreed upon between the Sellers shall have amended Schedule 1 by delivering Transferor and the Collateral Agent, as designee, on behalf of the Issuing Entity, delivered to, or caused to be delivered to, the Trustee Collateral Agent, as designee, on behalf of the Issuing Entity, an accurate list, based on the computer records of, or kept on behalf of, the Transferor (in the form of a computer file file, microfiche list, CD-ROM or microfiche list containing a true such other form as is agreed upon between the Transferor and complete list the Owner Trustee) of all Removed Accounts designated by such Reassignment, identified by account reference number and the aggregate amount of Receivables outstanding in each Removed Account as of the removed Inactive Accounts specifying for each such removed Inactive AccountRemoval Cut-Off Date, which list shall, as of the Inactive Account Removal Date, its account number. Accounts designated by modify and amend and be incorporated into and made a part of this Agreement; (v) on or prior to the Sellers Removal Date, if such removal is pursuant to Section 2.10(asubsection 2.13(b)(ii)(z), the Note Rating Agency Condition shall have been satisfied; and (vi) or 2.10(b(A) are referred to herein as “Removed Accounts.” In addition the Issuing Entity shall have delivered to the foregoingOwner Trustee an Officer’s Certificate confirming the items set forth in clause (i) above, (B) the Servicer shall have delivered to the Owner Trustee, on behalf of the date when any Receivable Issuing Entity, an Officer’s Certificate confirming the items set forth in an Account becomes a Defaulted Receivable clause (ii) above and (C) the Trust Transferor shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey have delivered to the applicable SellerOwner Trustee, without recourse, representation or warranty, all right, title and interest on behalf of the Trust Issuing Entity, an Officer’s Certificate confirming the items set forth in clauses (iii) through (v) above. The Owner Trustee, the Indenture Trustee and the Collateral Agent may each conclusively rely on each such Officer’s Certificate, shall have no duty to make inquiries with regard to the Defaulted matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Owner Trustee, on behalf of the Issuing Entity, shall execute and deliver the Reassignment to the Transferor, and the Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries from the Removed Accounts shall no longer constitute a part of such Account shall be applied as provided hereinthe Collateral.

Removal of Accounts. (a) On any day of any Due Period Subject to the Sellers conditions set forth in this Section 2.07, the Transferor may, but shall have the right to require the reassignment to them or their designee of all not be obligated to, designate Receivables from Accounts for deletion and removal (“Removed Accounts”) from the Trust’s right; provided, title and interest inhowever, that the Transferor shall not make more than one such designation in any Monthly Period. Prior to and under the Receivables then existing and thereafter createdany removal pursuant to this subsection 2.07(a), all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or (i) except with respect to removals described in subsection 2.07(b)(iii)(b), the Transferor shall have obtained the written consent of each Credit Enhancement Provider and (ii) on or before the fifth Business Day (the “Removal Notice Date”) prior to the date on which the designated Removed Accounts designated will be reassigned by the SellersTrustee to the Transferor (the “Removal Date”), the Transferor shall give the Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction of all the following conditions: (i) the removal of any Receivables of any Removed Accounts on or before any Removal Date shall not, in the fifth Business Day immediately preceding reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal Transferor Interest as a percentage of the Removed Accounts (aggregate amount of Principal Receivables to be less than the “Minimum Transferor Interest on such Removal Date”), (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (d) result in the failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the “Reassignment”) and, within five Business Days thereafter, the Transferor shall have delivered to the Trustee and each Credit Enhancement Provider a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each identified by account number and the aggregate amount of the Receivables in such Account, Removed Accounts as of the date notice Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Transferor shall represent and warrant that either (a) no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized in selecting the Removed Accounts to be removed from the Trust; or (b) Accounts were identified for removal because of a third-party cancellation, or expiration without renewal, of an affinity, private-label, agent bank or similar arrangement; (iv) as of the Removal Notice Date, either (a) the Receivables are not more than 15% delinquent by estimated principal amount and the weighted averaged delinquency of such Receivables is givennot more than 60 days, or (b) the Receivables are not more than 7% delinquent by estimated principal amount and the weighted average delinquency of such Receivables does not exceed 90 days; (v) on or before the tenth Business Day prior to the Removal Date, each Rating Agency and each Credit Enhancement Provider shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its account numberthen current rating of any outstanding Series of the Investor Certificates; (vi) on any Removal Notice Date, the amount of the Principal Receivables of the Removed Accounts to be reassigned to the Transferor on the related Removal Date shall not equal or exceed 5% of the aggregate amount outstanding in of the Principal Receivables on such Account and Removal Date; (vii) for each Removal Date, the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) aboveshall not, as of the Removal DateNotice Date exceed an amount equal to the excess, is true and complete if any, of the Transferor Interest over the Minimum Transferor Interest, and, except as described in all material respects;subsection 2.07(b)(iii)(b), the Accounts to be removed shall be selected at random by the Transferor; and (ivviii) the Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated an Officer’s Certificate confirming the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time items set forth in the future; clauses (vii) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and through (vii) above. The Trustee may conclusively rely on such removal of the Removed Accounts would not Officer’s Certificate, shall have precluded transfers of Receivables no duty to make inquiries with regard to the Trust from being accounted for as sales under generally accepted accounting principles matters set forth therein and shall incur no liability in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (bc) On The Transferor may, but shall not be obligated to, designate at any day time Zero Balance Accounts, any future receivables of any Due Periodwhich will no longer be part of the Trust, the Sellers shall have the right to designate Inactive Accounts and to remove the designation “S” from the Pool Index File for such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009Accounts; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries prior to such designation and removal, the Transferor shall have delivered to Moody’s and Standard & Poor’s an Officer’s Certificate to the effect that to the best knowledge of the Transferor, such Account designation and removal shall be applied as provided hereinnot cause a Pay Out Event to occur.

Removal of Accounts. (a) On any day of any Due Period the Sellers Monthly Period, each Transferor shall have the right to require the reassignment to them it or their its designee of all of the Trust’s right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the “Removed Accounts”) and designated for removal by the Sellerssuch Transferor, upon satisfaction of all the following conditionsconditions in clauses (i) through (v) below: (i) on or before the fifth tenth Business Day (the “Removal Notice Date”) immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”), such Transferor shall have given the Owner Trustee, the Indenture Trustee, the Servicer, the other Transferors, if any, and each Note Rating Agency notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to such Transferor on the Removal Date; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers such Transferor shall have amended amend Schedule 1 by delivering to the Issuer and the Indenture Trustee a the computer file or microfiche list containing a true and complete list of required to be delivered pursuant to Section 2.01(d) 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Accountrequired to be delivered pursuant thereto; (iii) the Sellers 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 Note Rating Agency Condition shall have been satisfied with respect to such removal;the removal of the Removed Accounts; and (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Owner Trustee and each Series Enhancer a certificate the Indenture Trustee an Officer’s Certificate of a Vice President or more senior officersuch Transferor, dated the Removal Date, to the effect that such Seller Transferor reasonably believes that (a) such removal of any Receivable of any Removed Account will not have result in an Adverse Effect with respect to any Series, Class or Tranche of Notes and is not reasonably expected (b) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, the interests of any Noteholders have an Adverse Effect at been used in selecting the Removed Accounts from among any time pool of Accounts of a similar type. (b) In addition to the terms and conditions contained in clauses (a)(i)-(v) above, the futureTransferor’s right to require the reassignment to it or its designees of all the Trust’s right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables in Removed Accounts shall be subject to the following restrictions: (i) Except for Removed Accounts described in clause (ii) below: (A) there shall be no less than 90 days between Removal Dates; (viB) the Sellers Accounts to be designated as Removed Accounts shall have delivered to be selected at random by the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removalapplicable Transferor; and (viiC) such removal the book value of the Receivables in the Accounts to be designated as Removed Accounts shall not exceed 10% of book value of the Receivables in the Trust as of the related Removal Date. (ii) The Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.14 without being subject to the conditions set forth is clauses (a)(iv) or (a)(v)(b) above or the restrictions set forth in clause (b)(i) above if the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales are Accounts (i) originated or acquired under generally accepted accounting principles 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 FASB Statement No. 140the 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 Transferor, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each any Affiliate of the Sellers shall have delivered to Transferor or any agent of the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Transferor. (c) Upon satisfaction of all of the above conditions, the Trustee Owner Trustee, on behalf of the Trust, shall execute and deliver to the Sellers such Transferor a written reassignment in substantially the form of Exhibit C D (the “Reassignment”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers such Transferor or their its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in in, to and to under the Receivables arising in the Removed Accounts, all Recoveries related thereto, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust Assets. The Indenture Trustee and the Owner Trustee may conclusively rely on the Officer’s Certificate delivered pursuant to this Section 2.14 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. (bd) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable (including any related Finance Charge Receivables), the Indenture Trustee and the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable SellerTransferor, without recourse, representation or warranty, all right, title and interest of the Indenture Trustee and the Trust in in, to and to under the Defaulted Receivables arising (including any related Finance Charge Receivables) in such Account, all monies due and or to become due due, all amounts received or receivable with respect thereto and all proceeds thereof, provided, ; provided that Recoveries of such Account Defaulted Receivables shall be applied as provided hereinin the Servicing Agreement. The Indenture Trustee and the Owner Trustee, on behalf of the Trust, shall execute and deliver such instruments of transfer and assignment (including any UCC termination statements), in each case without recourse, as shall be reasonably requested by the applicable Transferor to vest in such Transferor or its designee all right, title and interest that the Indenture Trustee and the Trust had in such Defaulted Receivables (including any related Finance Charge Receivables).

Removal of Accounts. (a) On If on any day Determination Date the Seller Interest exceeds 10% of any Due Period the Sellers Aggregate Principal Receivables on such Determination Date, the Seller may, but shall have the right to require the reassignment to them or their designee of all not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust’s right, title and interest inincluding Expired Accounts ---------------- designated pursuant to Section 2.8; provided, however, that the Seller shall not ----------- -------- ------- make more than one such designation in any -48- Monthly Period in addition to and under the Receivables then existing and thereafter created, all monies due or any such designation pursuant to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts designated by the Sellers, upon satisfaction of all the following conditions: (i) on Section 2.8. On or before the fifth Business Day immediately preceding ----------- (the "Removal Notice Date") prior to the date on which the designated Removed ------------------- Accounts will be reassigned by the Trustee to the Seller, including any reassignment pursuant to Section 2.8 (the "Removal Date"), the Seller shall give ----------- ------------ the Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Seller and specifying the approximate aggregate amount of the Receivables to be reassigned; provided, -------- however, that the provisions set forth in Section 2.8 shall constitute the ------- ----------- notice to the Trustee required by this Section 2.7(a) with respect to -------------- Receivables from Expired Accounts to be designated from time to time for deletion and removal from the Trust and for reassignment to the Seller on each Expired Account Removal Date. (i) [reserved]; (ii) [reserved]; (iii) the removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Seller, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this -------- ------- subsection 2.7(b)(iii), the Receivables of each Removed Account shall be ---------------------- considered to have been removed as of the Removal Date, (b) cause the Sellers shall have given Seller Interest as a percentage of Aggregate Principal Receivables to be less than 10% on such Removal Date or (c) result in the Trustee, failure to make any payment specified in the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”)related Supplement with respect to any Series; (iiiv) (A) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Seller shall have amended Schedule 1 by delivering delivered to the Trustee for execution a written assignment in substantially the form of Exhibit I (the "Reassignment"); provided, --------- ------------ -------- however, that the provisions set forth in Section 2.8 shall constitute such ------- ----------- a "Reassignment" with respect to Receivables from Expired Accounts to be designated from time to time for deletion and removal from the Trust and for reassignment to the Seller on each Expired Accounts Removal Date; and (B) within five Business Days thereafter (or as soon as is reasonably practicable) or, with respect to any removal and reassignment of Expired Receivables pursuant to Section 2.8, after the applicable Expired Accounts ----------- Removal Date, the Seller shall have delivered to the Trustee a computer file or microfiche list or, in the case of a list delivered pursuant to Section 2.8(b), a printed -------------- copy containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of the Principal Receivables outstanding in such Account; (iii) the Sellers 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 which computer file or microfiche list shall as of the Removal Date modify and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to such removalamend and be made a part of this Agreement; (v) such removal will not result in the occurrence of an Amortization Event Seller shall represent and each warrant that no selection procedures believed by the Seller to be materially adverse to the interests of the Sellers Investor Certificateholders without regard to any Enhancement were utilized in selecting the Removed Accounts to be removed from the Trust; (vi) the Seller shall have delivered to the Trustee an Officer's Certificate confirming the items set forth in clauses (iii), (iv), (v) ------------- ---- --- above and each Series Enhancer a (vii) and (viii) below (which certificate may, in the case of a Vice President or more senior officer----- ------ removal and reassignment pursuant to Section 2.8, dated be substantially in the Removal Date----------- form of Exhibit J hereto). The Trustee may conclusively rely on such --------- Officer's Certificate, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the futureso relying; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth twentieth Business Day immediately preceding prior to the Inactive Account Removal Date (as defined below), the Sellers Rating Agency shall have given received notice of such proposed removal of Accounts (which notice may, in the Trusteecase of each removal and reassignment pursuant to Section 2.8, be in the Servicer form of a single notice in respect of ----------- all removals and each reassignments of Expired Accounts under Section 2.8); ----------- (viii) the Seller and the Trustee shall have received notice from the Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of that such removal (A) specifying the date for proposed removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence reduction or withdrawal of an Amortization Event its then existing rating of any Series of Certificates then issued and that such outstanding (which notice may, in the case of each removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers reassignment pursuant to Section 2.10(a2.8, be in the form of a ----------- single notice from the Rating Agency addressing all removals and reassignments of Expired Accounts under Section 2.8); and ----------- (ix) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recoursethe Trustee and the Rating Agencies shall have received an Opinion of Counsel that the proposed removal (or, representation or warrantyin the case of removals pursuant to Section 2.8, all right, title removals and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.reassignments under ----------- Section

Removal of Accounts. (a) On any day of any Due Monthly Period the Sellers Transferor shall have the right to require the reassignment to them it or their its designee of all the TrustTrustee’s right, title and interest in, to and under the Receivables then existing and thereafter createdcreated in Accounts designated by the Transferor (the “Removed Accounts”), the Funds Collateral securing such Receivables, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect thereto to all of the foregoing and all proceeds thereof in or with respect to the Accounts designated by the Sellersthereof, upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding the Removal Date (the “Removal Notice Date”), the Sellers Transferor shall have given the Trustee, the Servicer, each Rating Agency and each any Series Enhancer entitled thereto pursuant to the relevant Supplement written notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list an Account Schedule 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 givenNotice Date, its account number, the aggregate amount outstanding in such Account and Account, the aggregate amount of Principal Receivables outstanding in such Account and, for any Funds Collateral relating to such Account, the account number for, and the amount of funds on deposit in, the applicable Deposit Account; (iii) the Sellers 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 Notice Date, is true and complete in all material respects; (iv) the Transferor shall have received written notice from each Rating Agency Condition that such removal will not have a Ratings Effect and shall have been satisfied with respect delivered copies of each such written notice to such removalthe Servicer and the Trustee; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Trustee and each any Series Enhancer a certificate entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of a Vice President or more senior officerthe Transferor, dated the Removal Date, to the effect that such Seller the Transferor reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected based on the facts known to have an Adverse Effect such officer at the time of such certification, then cause a Pay Out Event or any time in event that, after the future;giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series; and (vi) the Sellers aggregate amount of Principal Receivables to be removed shall have delivered to not equal or exceed 5% of the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated aggregate amount of Principal Receivables in the Removal Date, with respect to such removal; andTrust. (viib) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Transferor and the Trustee shall execute and deliver to the Sellers a written reassignment in substantially the form of Exhibit C (the “Reassignment”) ), and the Trustee shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Transferor or their its designee, effective as of on the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to the Receivables arising existing at the close of business on the Removal Notice Date and thereafter created in the Removed Accounts, the Funds Collateral securing such Receivables, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due and or to become due and all amounts received or receivable with respect thereto to all of the foregoing and all proceeds thereof. (b) On any day of any Due Period. In addition, the Sellers Trustee shall have the right to designate Inactive Accounts and to remove execute such Inactive Accounts from Schedule 1 hereto and from its other documents and records, including appropriate computer files, upon satisfaction instruments of transfer or assignment and take such other actions as shall reasonably be requested by the following conditions: (i) on or before Transferor to effect the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers conveyance of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to this Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” 2.09. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable (including any related Finance Charge Receivables), the Trust Trustee shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable SellerTransferor, without recourse, representation or warranty, all right, title and interest of the Trust Trustee in and to the Defaulted Receivables arising (including any related Finance Charge Receivables) in such Account, the Funds Collateral securing such Receivables, all Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due and or to become due and all amounts received or receivable with respect thereto to all of the foregoing and all proceeds thereof, provided, ; provided that Recoveries of such Account Defaulted Receivables shall be applied as provided herein. The Trustee shall execute and deliver such instruments of transfer and assignment (including any UCC termination statements), in each case without recourse, as shall be reasonably requested by the Transferor to vest in the Transferor or its designee all right, title and interest that the Trustee had in such Defaulted Receivables (including any related Finance Charge Receivables). In addition to the foregoing, the Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.09 if the Removed Accounts are designated in response to a third-party action or decision not to act and not the unilateral action of the Transferor. (c) In addition to the foregoing requirements, except for Removed Accounts described in the second and third paragraphs of Section 2.09(b), there shall be no more than one Removal Date in any Monthly Period; for each Removal Date, the Accounts to be designated as Removed Accounts shall be selected at random by the Transferor and 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’s Interest and the Required Transferor’s Interest.

Removal of Accounts. (a) On any day Subject to the conditions set forth below, on each Determination Date on which the Transferor Amount as a percentage of the Trust Principal Component exceeds 20% at the end of the related Due Period, the Transferors may, but shall not be obligated to, designate, from time to time, Accounts for deletion and removal ("Removed Accounts") from the Accounts; provided, however, that the Transferors shall not make more than one such designation in any Due Period Period. On or before the Sellers tenth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferors (the "Removal Date"), the Transferors shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferors. (b) The Transferors shall be permitted to designate and require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on On or before the fifth Business Day immediately preceding prior to the Removal Date, the Sellers Transferors shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering delivered to the Trustee for execution a written instrument of reassignment in substantially the form of Exhibit C (the "Reassignment") and a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each identified by account number and by the aggregate balance of the Receivables in such Account, Removed Accounts as of the date notice Removal Notice Date, which computer file or microfiche list shall as of the Removal Date is given, its account number, modify and amend and be made a part of this Agreement; (ii) The Transferors shall severally represent and warrant that no selection procedures believed by the aggregate amount Transferors to be materially adverse to the interests of any outstanding Series of Investor Certificates or any Enhancement Provider were utilized in such Account and selecting the aggregate amount of Principal Receivables outstanding in such AccountRemoved Accounts to be removed from the Trust; (iii) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, (a) in the Sellers shall have represented and warranted as reasonable belief of the Removal Date that Transferors, cause a Pay Out Event to occur or an event, which with notice or lapse of time or both would constitute a Pay Out Event, to occur and (b) cause the list of Removed Accounts delivered pursuant to paragraph (ii) above, Transferor Amount as a percentage of the Trust Principal Component to be less than the Minimum Transferor Percentage on such Removal Date, is true and complete in all material respects; (iv) The Rating Agencies shall have received ten Business Days' notice of such proposed removal of Accounts and the Transferors shall have received written notice from the Rating Agency Condition shall have been satisfied with respect to Agencies that such removal;removal would not result in a downgrade or withdrawal of the then current rating of any outstanding Series of the Investor Certificates; and (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Each Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officerthe Rating Agencies an Officer's Certificate confirming the items set forth in (i) through (iv) above. The Trustee may conclusively rely on such Officer's Certificates, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferors, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (bc) On any day of any Due Period, the Sellers The Transferors shall have the right be required to designate Inactive Accounts for deletion and removal from the Accounts and to remove such Inactive require the Trustee to reassign the designated Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of to the following conditionsTransferor on a Determination Date (the "PA Removal Date") no later than 120 days after the first Determination Date in which: (i) on or before Estimated Trust Privileged Assets Billed Amounts for the fifth Business Day month in which the last day of the second preceding Due Period occurs exceed 1% of Trust Principal Component for the Due Period immediately preceding such Determination Date, unless the Inactive Account Removal Date (Transferor Amount as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal a percentage of the applicable Inactive Accounts (Trust Principal Component for such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009immediately preceding Due Period equals or exceeds 17%; andor (ii) The average of the Privileged Assets Monthly Payment Rates for the six month period ending on the last day of the second preceding Due Period does not equal at least 110% of the Trust Average Monthly Payment Rate for the Due Period immediately preceding such Determination Date, unless the Transferor Amount as a percentage of the Trust Principal Component for such immediately preceding Due Period equals or exceeds 17%. The Accounts that shall be designated for deletion and removal pursuant to this Subsection 2.07(c) (the "Removed PA Accounts") shall consist of all Accounts that are enrolled in the Privileged Assets Program as of a date 60 days or less prior to the date that is ten Business Days after the Inactive Account PA Removal Date; provided, that the Sellers Transferors shall have amended Schedule 1 not be required to designate for removal more Accounts than is necessary to reduce the Estimated Trust Privileged Assets Billed Amounts determined under Section 2.07(c)(i) to 0.50% of the Trust Principal Component. Upon satisfaction of the requirements of subsection 2.07(b)(i) with respect to the PA Removed Accounts and the delivery by delivering the Transferors to the Trustee and the Rating Agencies of an Officer's Certificate confirming such item, the Trustee shall execute and deliver the Reassignment to the Transferors, and the Receivables from the Removed PA Accounts shall no longer constitute a computer file or microfiche list containing a true and complete list part of the removed Inactive Accounts specifying for each Trust. The Trustee may conclusively rely on such removed Inactive AccountOfficer's Certificate, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant shall have no duty to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition make inquiries with regard to the foregoing, on the date when any Receivable matters set forth therein and shall incur no liability in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.so relying. [END OF ARTICLE II]

Removal of Accounts. (a) On any day of any Due Monthly Period the Sellers Transferor shall have the right to require the reassignment to them it or their its designee of all the TrustTrustee’s right, title and interest in, to and under the Receivables then existing and thereafter createdcreated in Accounts designated by the Transferor (the “Removed Accounts”),the Funds Collateral securing such Receivables, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect thereto to all of the foregoing and all proceeds thereof in or with respect to the Accounts designated by the Sellersthereof, upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding the Removal Date (the “Removal Notice Date”), the Sellers Transferor shall have given the Trustee, the Servicer, each Rating Agency and each any Series Enhancer entitled thereto pursuant to the relevant Supplement written notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list an Account Schedule 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 givenNotice Date, its account number, the aggregate amount outstanding in such Account and Account, the aggregate amount of Principal Receivables outstanding in such Account and, for any Funds Collateral relating to such Account, the account number for, and the amount of funds on deposit in, the applicable Deposit Account; (iii) the Sellers 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 Notice Date, is true and complete in all material respects; (iv) the Transferor shall have received written notice from each Rating Agency Condition that such removal will not have a Ratings Effect and shall have been satisfied with respect delivered copies of each such written notice to such removalthe Servicer and the Trustee; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Trustee and each any Series Enhancer a certificate entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of a Vice President or more senior officerthe Transferor, dated the Removal Date, to the effect that such Seller the Transferor reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected based on the facts known to have an Adverse Effect such officer at the time of such certification, then cause a Pay Out Event or any time in event that, after the future;giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series; and (vi) the Sellers aggregate amount of Principal Receivables to be removed shall have delivered to not equal or exceed 5% of the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated aggregate amount of Principal Receivables in the Removal Date, with respect to such removal; andTrust. (viib) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Transferor and the Trustee shall execute and deliver to the Sellers a written reassignment in substantially the form of Exhibit C (the “Reassignment”) ), and the Trustee shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Transferor or their its designee, effective as of on the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust Trustee in and to the Receivables arising existing at the close of business on the Removal Notice Date and thereafter created in the Removed Accounts, the Funds Collateral securing such Receivables, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due and or to become due and all amounts received or receivable with respect thereto to all of the foregoing and all proceeds thereof. In addition, the Trustee shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Transferor to effect the conveyance of Receivables pursuant to this Section 2.09. In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable (including any related Finance Charge Receivables), the Trustee shall automatically and without further action or consideration transfer, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all right, title and interest of the Trustee in and to the Defaulted Receivables (including any related Finance Charge Receivables) in such Account, the Funds Collateral securing such Receivables, all Insurance Proceeds allocable to all of the foregoing, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds thereof; provided that Recoveries of such Defaulted Receivables shall be applied as provided herein. The Trustee shall execute and deliver such instruments of transfer and assignment (including any UCC termination statements), in each case without recourse, as shall be reasonably requested by the Transferor to vest in the Transferor or its designee all right, title and interest that the Trustee had in such Defaulted Receivables (including any related Finance Charge Receivables). In addition to the foregoing, the Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.09 if the Removed Accounts are designated in response to a third-party action or decision not to act and not the unilateral action of the Transferor. (bc) On In addition to the foregoing requirements, except for Removed Accounts described in the second and third paragraphs of Section 2.09(b), there shall be no more than one Removal Date in any day of any Due Monthly Period; for each Removal Date, the Sellers Accounts to be designated as Removed Accounts shall have be selected at random by the right Transferor and the Removed Accounts shall not, as of the Removal Notice Date, contain Principal Receivables which in the aggregate exceed an amount equal to designate Inactive Accounts the positive difference, if any, between the Transferor’s Interest and the Required Transferor’s Interest. (d) The Transferor may purge Eligible to remove such Inactive Purge Accounts from Schedule 1 hereto and from its documents books and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on without any prior notice to any Person. On or before the fifth tenth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying following the date for removal of the applicable Inactive Accounts any such purge (such date, the each an “Inactive Account Eligible to Purge Removal Date”), the Transferor shall (Bi) certifying that remove the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables related Eligible to the Trust Purge Accounts from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts all of those Eligible to Purge Accounts, specifying for each such removed Inactive AccountEligible to Purge Account its account number as of the related Eligible to Purge Removal Date and (ii) deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor certifying that the computer file or microfiche list delivered pursuant to clause (i) above, as of the Inactive Account related Eligible to Purge Removal Date, its account numberis true and complete in all material respects. Accounts designated by the Sellers pursuant Each Eligible to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in Purge Account will not be an Account becomes a Defaulted Receivable from and after the Trust shall automatically and without further action or consideration be deemed related Eligible to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinPurge Removal Date.

Removal of Accounts. (a) On any day of any Due Period the Sellers shall have the right From time to require time, WFBNA may request (which request Funding may deny) the reassignment to them it or their its designee of all the TrustFunding’s right, title and interest in, to and under (i) the Receivables then existing on a specified Removal Date (as defined below) and thereafter createdarising after that Removal Date in one or more specified Accounts (the “Removed Accounts”), (ii) all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to such Receivables (including all Finance Charge Receivables) in such Removed Accounts, (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to such Receivables in such Removed Accounts, (iv) all Collections on such Receivables in such Removed Accounts, and (v) all proceeds of any of the Accounts designated by foregoing property (collectively, the Sellers, upon “Reassigned Assets”). Any such reassignment shall be subject to the satisfaction of all the following conditions: (i) on or before the fifth Business Day day immediately preceding the desired Removal Date, the Sellers WFBNA shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer Funding written notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) Funding shall have delivered its written consent for such removal to WFBNA; (iii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers WFBNA shall have amended delivered to Funding an Account Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of listing the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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;Accounts; and (iv) the Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result except in the occurrence case of an Amortization Event and each of the Sellers any Involuntary Removal, WFBNA shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officerFunding an Officer’s Certificate, dated as of the Removal Date, to the effect that such Seller no selection procedure reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected believed by WFBNA to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered be materially adverse to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal interests of the Funding or any of Funding’s creditors has been used in removing Removed Accounts would not have precluded transfers from among any pool of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate Accounts of a Vice President or more senior officer, dated the Removal Date, to that effectsimilar type. Upon satisfaction of all the above conditions (and subject to Funding’s agreement, except in the case of Involuntary Removals, and receipt by Funding of the above conditionsreassignment price agreed upon between Funding and WFBNA), the Trustee Funding shall execute and deliver to the Sellers WFBNA or its designee a written reassignment in substantially the form of Exhibit C B (the related “Reassignment”) and shall, without further action, be deemed thereby sell and assign to sell, transfer, assign, set over and otherwise convey to the Sellers WFBNA or their its designee, effective as of the related Removal Date, without recourse, representation or warranty, all the of Funding’s right, title and interest of in, to and under the Trust in and to the Receivables Reassigned Assets arising in the Removed Accounts. In addition, all monies due Funding shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by WFBNA to become due effect the conveyance of Reassigned Assets arising in Removed Accounts pursuant to this subsection 2.03(a). Any repurchase of the Reassigned Assets in Removed Accounts designated pursuant to this subsection 2.03(a) and all amounts received with respect thereto a related Reassignment shall be effected at a purchase price equal to the fair market value of such Reassigned Assets relating to such Removed Accounts as of the Removal Date as agreed upon by the Issuer and all proceeds thereofWFBNA prior to such sale. (b) On WFBNA may from time to time, by complying with subsection 2.03(a)(i)–(iii), designate as Removed Accounts any day of any Due Period, Accounts identified for purchase by a third party in connection with an affinity or private label arrangement with WFBNA pursuant to the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction terms of the following conditions:related credit card program agreement (each, an “Involuntary Removal”). Any repurchase of the Reassigned Assets in Removed Accounts designated pursuant to this subsection 2.03(b) and a related Reassignment shall be effected at a purchase price equal to the fair market value of such Reassigned Assets relating to such Removed Accounts in such Involuntary Removal as of the Removal Date as agreed upon by the Issuer and WFBNA prior to such sale. (ic) on or before the fifth Business Day immediately preceding the Inactive WFBNA may from time to time, at its option, by notice to Issuer, designate as a Removed Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement Noany Zero Balance Account. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on On or prior to the date that is ten Business Days after the Inactive Account Removal DateDate for any Zero Balance Accounts, the Sellers WFBNA shall have amended delivered to Funding an Account Schedule 1 by delivering listing the Zero Balance Accounts that are to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “become Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On From time to time, but not more frequently than once during each Monthly Period for any day Retailer, Seller may request (which request Buyer may deny, except in the case of any Due Period the Sellers shall have the right Involuntary Removals effected pursuant to require Section 2.7(b)) the reassignment to them it or their its designee of all the TrustBuyer’s right, title and interest in, to and under the Transferred Receivables then existing and thereafter createdcreated in one or more Accounts (the “Removed Accounts”), together with the Related Security and Collections with respect thereto and Recoveries allocated to Buyer as provided herein, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof in or with respect Insurance Proceeds relating thereto. Any such reassignment shall be subject to the Accounts designated by the Sellers, upon satisfaction of all the following conditions: (i) on or before the fifth tenth Business Day immediately preceding the Removal Date (the “Removal Notice Date, the Sellers ”) Seller shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer Buyer written notice of such removal request and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) except in the case of any Involuntary Removal, Buyer shall have delivered its written consent for such removal to Seller; (iii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Seller shall have amended delivered to Buyer an Account Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of listing the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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;Accounts; and (iv) the Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result except in the occurrence case of an Amortization Event and each of the Sellers any Involuntary Removal, Seller shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officerBuyer an Officer’s Certificate, dated as of the Removal Date, to the effect that such (i) no selection procedure believed by Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered be materially adverse to the Trusteeinterest of Buyer or any of its creditors has been used in removing Removed Accounts from among any pool of Accounts of a similar type; and (ii) Accounts (or administratively convenient groups of Accounts or Participation Interests, each Rating Agency and each Series Enhancer such as billing cycles) were chosen for removal on a Tax Opinion, dated the Removal Date, random basis or another basis that Seller believes is consistent with respect to such removal; and (vii) such removal achieving derecognition of the Removed Accounts would not have precluded transfers of Transferred Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectGAAP. Upon satisfaction of all the above conditions (and subject to Buyer’s agreement, except in the case of Involuntary Removals, and receipt by Buyer of the above conditionsreassignment price agreed upon between Buyer and Seller), the Trustee Buyer shall execute and deliver to the Sellers Seller or its designee 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 the Sellers Seller or their its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust Buyer in and to the Transferred Receivables arising in the Removed Accounts, the Related Security and Collections with respect thereto and Recoveries allocated to Buyer as provided herein, together with all monies due and or to become due and all amounts received or receivables with respect thereto and Insurance Proceeds relating thereto and all proceeds thereofof the foregoing. In addition, Buyer shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Seller to effect the conveyance of Transferred Receivables pursuant to this Section. (b) On Seller shall from time to time designate as Removed Accounts any day of any Due Period, Accounts designated for purchase by a Retailer pursuant to the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction terms of the following conditions:related Credit Card Program Agreement (each, an “Involuntary Removal”). Any repurchase of the Transferred Receivables in Removed Accounts designated pursuant to this Section 2.7(b) shall be effected at a purchase price equal to the fair value of such Transferred Receivables as of the Removal Date as agreed upon by Buyer and Seller prior to such sale. (c) Seller may from time to time, at its option, by notice to Buyer, designate as a Removed Account any Account (each, an “Inactive Account”) that either (i) has had a zero balance and on which no charges have been made, in each case for at least the preceding 12 months or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on has a zero balance and the Obligor of which has agreed to open a credit card account in a related Dual Card Program in substitution for such Account. On or prior to the date that is ten Business Days after Removal Date for any Inactive Accounts, Seller shall have delivered to Buyer an Account Schedule listing the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering Accounts that are to become Removed Accounts. (d) Notwithstanding anything to the Trustee a computer file or microfiche list containing a true contrary in this Agreement, Seller and complete list Buyer may agree, pursuant to the execution of an agreement substantially in the removed Inactive form of Exhibit F attached hereto, that all Accounts specifying for each such removed Inactive Accountthat were originated under the CareCredit Consumer Revolving Credit Card Plan Agreement, between CareCredit LLC and Seller, dated as of the Inactive Account Removal DateOctober 26, its account number. Accounts 1995, and amended and restated as of October 26, 2001, that have been designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition according to the foregoing, on terms of the date when any Receivable Transfer Agreement will be Removed Accounts pursuant to this Agreement. The conditions described in an Account becomes Section 2.7(a) shall not apply to a Defaulted Receivable designation of Removed Accounts pursuant to this Section 2.7(d). Seller and Buyer hereby agree that the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all Buyer’s right, title and interest of in, to and under the Trust in and to the Defaulted Transferred Receivables arising in such AccountRemoved Accounts, all monies due together with the Related Security and to become due Collections with respect thereto thereto, will not be reassigned by Buyer to Seller or its designee unless so provided in a separate agreement between Seller and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinBuyer.

Removal of Accounts. (a) On any day each Removal ------------------- Termination Date on which Accounts are removed from the Trust pursuant to Section 2.07 of any Due Period the Sellers Pooling and Servicing Agreement, the Purchaser shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Purchaser, the right to require remove Accounts from the reassignment to them operation of this Agreement in the manner prescribed in subsection (b) below. (b) To accept such offer and remove Accounts, the Seller (or their 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 with respect thereto and all proceeds thereof in or with respect to the Accounts designated by the Sellers, upon satisfaction of all Servicer on its behalf) shall take the following conditionsactions and make the following determinations: (i) on or before the fifth not less than five (5) Business Day immediately preceding Days prior to the Removal Commencement Date, furnish to the Sellers shall have given Purchaser, the Trustee, any Enhancement Providers and the Servicer, each Rating Agency and each Series Enhancer Agencies a written notice of such removal and (the "Removal Notice") specifying the date for removal of on -------------- which the Removed Purchaser is to cease transferring newly originate Receivables in one or more Accounts (the “"Removed Accounts") ---------------- to the Trust (the "Removal Commencement Date”"); (ii) represent and warrant that the removal of any such Account shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Pool Balance; (iii) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Accounts to be removed; (iv) represent and warrant that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency; (v) on or prior before the related Removal Commencement Date, deliver to the date that is ten Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (ii) through (iv) above, the Trustee may conclusively rely on such Officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and (vi) within five (5) Business Days after the Removal Commencement Date, the Sellers shall have amended amend Schedule 1 to the Pooling and Servicing Agreement by delivering to the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts to be removed, specifying for each such Account, as of the date notice of immediately preceding the Removal Date is givenCommencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Accountprincipal balance therein (the "Designated Balance"); (iiic) Subject to subsection (b) above, on the Sellers Removal Termination Date with respect to any such Removed Account, such Removed Account shall have represented and warranted as be deemed removed by operation of this Agreement for all purposes. After the Removal Date that and upon the list of Removed Accounts delivered pursuant to paragraph (ii) above, as written request of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditionsServicer, the Trustee Purchaser shall execute and deliver to the Sellers Seller a written reassignment in substantially the form of Exhibit C ___ hereto (a "Reassignment"). ------------- SECTION 3.04. Delayed Amendment Relating to Removal of Receivables in ------------------------------------------------------- Connection with the “Reassignment”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their designeeGranting of a Participation Interest. The Original -------------------------------------------------------- Receivables Purchase Agreement is hereby amended, effective as of the Removal day after the Series 1994-1 Final Payment Date, without recourse, representation or warranty, all the right, title and interest of the Trust to add Section 2.09 which shall read in and to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiesentirety, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.follows:

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust; provided, however, that the ---------------- -------- ------- Transferor shall not make more than one such designation in any Monthly Period. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the ------------------- date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee ------------ and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of -------- ------- this subsection 2.7(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Interest to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the sum of the aggregate amount of Principal Receivables and the Excess Funding Amount to be less than the Minimum Aggregate Principal Receivables, or before (d) result in the fifth Business Day immediately preceding failure to make any payment specified in the related Supplement with respect to any Series. (ii) On or prior to the Removal Date, the Sellers Transferor shall have given delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the "Reassignment") and, within five ------------ Business Days thereafter, or as otherwise agreed upon between the Transferor and the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such Account; (iii) the Sellers 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 which computer file or microfiche list shall as of the Removal Date modify and complete amend and be made a part of this Agreement. (iii) The Transferor shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized in all material respects;selecting the Removed Accounts to be removed from the Trust. (iv) As of the Rating Agency Condition shall have been satisfied with respect to Removal Notice Date, either (a) the Receivables are not more than 15% delinquent by estimated principal amount and the weighted averaged delinquency of such removal;Receivables is not more than 60 days, or (b) the Receivables are not more than 7% delinquent by estimated principal amount and the weighted average delinquency of such Receivables does not exceed 90 days. (v) On or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received written confirmation from each Rating Agency that such removal will not result in satisfy the occurrence of an Amortization Event and each of the Sellers Rating Agency Condition; and (vi) The Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officeran Officer's Certificate confirming the items set forth in clauses (i) through (v) above. The Trustee may conclusively rely on such Officer's Certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On any day of any Due Period Monthly Period, the Sellers Transferor shall have the right to require the reassignment to them it or their its designee of all of the Trust’s right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the “Removed Accounts”) and designated for removal by the SellersTransferor, upon satisfaction of all the following conditionsconditions in clauses (i) through (v) below: (i) on or before the fifth third Business Day (the “Removal Notice Date”) immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”), the Transferor shall have given the Owner Trustee, the Indenture Trustee, the Servicer and each Note Rating Agency notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to the Transferor on the Removal Date; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended amend the TA Account Schedule 1 by delivering to the Issuer and the Indenture Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts Accounts, specifying for each such Account, as of the date notice of the Removal Date is givenNotice Date, its account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 Note Rating Agency Condition shall have been satisfied with respect to such removal;the removal of the Removed Accounts; and (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Owner Trustee and each Series Enhancer a certificate the Indenture Trustee an Officer’s Certificate of a Vice President or more senior officerthe Transferor, dated the Removal Date, to the effect that such Seller the Transferor reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (viia) such removal of any Receivable of any Removed Account will not result in an Adverse Effect with respect to any Series or Class of Notes and (b) no selection procedures believed by the Transferor to be materially adverse to, or materially beneficial to, the interests of any Noteholders have been used in selecting the Removed Accounts would not have precluded transfers from among any pool of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate Accounts of a Vice President or similar type. There may be more senior officer, dated than one Removal Date in any Monthly Period and the Removal Date, Accounts to that effectbe designated as Removed Accounts need not be selected at random by the Transferor. Upon each such Removal Date the Transferor shall direct the Servicer to deduct the principal balance of each such Removed Account from the Pool Balance and decrease the Transferor Amount by the principal balance of each such Removed Account. (b) Upon satisfaction of all of the above conditions, the Owner Trustee, on behalf of the Trust, and the Indenture Trustee shall execute and deliver to the Sellers Transferor a written reassignment in substantially the form of Exhibit C (the “Reassignment”) B and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Transferor or their its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in in, to and to under the Receivables arising in the Removed Accounts, all Recoveries related thereto, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust Assets. The Indenture Trustee and the Owner Trustee may conclusively rely on the Officer’s Certificate delivered pursuant to this Section 2.12 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. (bc) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable (including any related Finance Charge Receivables), the Indenture Trustee and the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable SellerTransferor, without recourse, representation or warranty, all right, title and interest of the Indenture Trustee and the Trust in in, to and to under the Defaulted Receivables arising (including any related Finance Charge Receivables) in such Account, all monies due and or to become due due, all amounts received or receivable with respect thereto and all proceeds thereof, provided, that Recoveries of such Account Defaulted Receivables shall be applied as provided hereinin this Agreement and the Servicing Agreement. The Indenture Trustee and the Trust shall execute and deliver such instruments of transfer and assignment (including any UCC termination statements), in each case without recourse, as shall be reasonably requested by the Transferor to vest in the Transferor or its designee all right, title and interest that the Indenture Trustee and the Trust had in, to and under such Defaulted Receivables (including any related Finance Charge Receivables). (d) The Transferor shall designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.12 without being subject to the restrictions or conditions set forth in Sections 2.12(a)(i), (iv) and (v) above if (i) an affinity agreement, private label agreement, merchant agreement, co-branding agreement or other program (each, an “Affinity Program”) that is co-owned, operated or promoted by BBD for the benefit of a third party (each, an “Affinity Counterparty”) terminates in accordance with its terms, or the Accounts must be removed due to other circumstances caused by requirements of an Affinity Program in which the right to require such Accounts to be removed is determined by an Affinity Counterparty or its designee (other than BBD, the Transferor or any affiliate or agent of BBD or the Transferor) and (ii) on or before the tenth Business Day immediately preceding the Removal Date, the Transferor shall have given the Owner Trustee, the Indenture Trustee, the Servicer and each Note Rating Agency notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to the Transferor on the Removal Date. In the event that the designation of Removed Accounts under this clause (d) would cause the Transferor Amount to be reduced below the Required Transferor Amount or the Pool Balance to be reduced below the Required Pool Balance, the Transferor shall on the second Business Day following such event make a deposit in the Excess Funding Account in immediately available funds in an amount equal to the greater of the amount by which (x) the Transferor Amount would be reduced below the Required Transferor Amount or (y) the Pool Balance would be reduced below the Required Pool Balance. In the event that the designation of Removed Accounts under this clause (d) would cause an Early Redemption Event to occur under any applicable Indenture Supplement, the Transferor shall deposit an amount equal to the sum of the amounts received for the Principal Receivables in such accounts, plus Finance Charge Receivables related to such accounts, into the Collection Account and such funds will be applied as set forth in the applicable Indenture Supplement. (e) With respect to Accounts removed pursuant to Sections 2.12(a), (b) and (d), on the Removal Date the Transferor agrees to indicate in its computer files that such Account is a Removed Account by replacing the “DRY 000-900” code in the securitization field of such computer file with “DRY 901-999”. With respect to Defaulted Receivables reassigned in connection Section 2.12(c), the Transferor shall not alter the “DRY 000-900” code in the securitization field of such computer files until the Account to which such Defaulted Receivable relates becomes a Deleted Account.

Removal of Accounts. (a) On any day of any Due Period Subject to the Sellers conditions set forth below, Transferor shall have the right to designate Receivables from Accounts to be reassigned to it or its designee (“Removed Accounts”). On or before the fifth Business Day (the “Removal Notice Date”) prior to the date upon which the designated Removed Accounts will be reassigned by Issuer to Transferor (the “Removal Date”), Transferor shall give Issuer, Indenture Trustee and Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to Transferor. (b) Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) the removal of any Receivables of any Removed Accounts on or before any Removal Date shall not, in the fifth Business Day immediately preceding reasonable belief of Transferor, (A) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (B) cause the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal Transferor Interest as a percentage of the Removed Accounts (Aggregate Principal Receivables to be less than the “Minimum Transferor Interest on such Removal Date”), (C) result in the failure to make any payment specified in the related Indenture Supplement with respect to any Series, or (D) cause the Aggregate Principal Receivables to be less than the Minimum Aggregate Principal Receivables on such Removal Date; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to Issuer and Indenture Trustee for execution a written assignment in substantially the Trustee a computer file or microfiche list containing form of Exhibit H (the “Reassignment”) and, within five Business Days thereafter, Transferor shall have delivered to Issuer a true and complete list of the all Removed Accounts specifying for each such AccountAccounts, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (ii) aboveAccounts, as of the Removal Date, which list may take the form of a computer file or tape, hard copy, compact disc or other tangible medium that is true acceptable to Transferor and complete Issuer, and which list shall, as of the Removal Date, modify and amend and be made a part of this Agreement; (iii) Transferor shall represent and warrant as of each Removal Date that (x)(i) Accounts (or administratively convenient groups of Accounts, such as billing cycles) were chosen for removal randomly or otherwise not on a basis intended to select particular accounts or groups of accounts for any reason other than administrative convenience and (ii) no selection procedure was used by Transferor which is materially adverse to the interests of the Noteholders or (y) Accounts are subject to an Involuntary Removal (it being understood that in all material respectsthe case of an Involuntary Removal, Transferor will not be deemed to have engaged in any selection procedure which is materially adverse to the interests of the Noteholders); (iv) (A) other than with respect to an Involuntary Removal, on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and Transferor shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or a withdrawal of its then current rating on any outstanding Series and (B) with respect to an Involuntary Removal, Transferor shall use reasonable efforts to satisfy the Rating Agency Condition shall have been satisfied with respect to such removalCondition; (v) such removal will not result in other than with respect to an Involuntary Removal, on any Removal Notice Date, the occurrence of an Amortization Event and each amount of the Sellers Principal Receivables of the Removed Accounts to be reassigned to Transferor on the related Removal Date shall not equal or exceed 5% of the Aggregate Principal Receivables on such Removal Date, provided that if any Series has been paid in full, the Principal Receivables in such Removed Accounts may equal the Initial Collateral Amount of such Series; and (vi) Transferor shall have delivered to Issuer and Indenture Trustee an Officer’s Certificate confirming the items set forth in clauses (i) through (v) above. Issuer and Indenture Trustee and each Series Enhancer a certificate of a Vice President or more senior officermay conclusively rely on such Officer’s Certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Issuer and Indenture Trustee shall execute and deliver the Reassignment to Transferor, and the Sellers a written reassignment in substantially Receivables from the form of Exhibit C (the “Reassignment”) and Removed Accounts shall, without further action, be deemed to sellbe transferred, transfer, assign, set over assigned and otherwise convey conveyed to the Sellers Transferor or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (bc) On Subject to the conditions set forth above, Transferor may from time to time designate as Removed Accounts any day Accounts designated for purchase by a third party due to third-party cancellation or an expiration, without renewal, of any Due Periodan affinity, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and recordsprivate-label, including appropriate computer filesco-branding, upon satisfaction agent bank or other similar arrangement. Any repurchase of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers Receivables in Removed Accounts pursuant to Section 2.07 shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result effected in the occurrence of an Amortization Event manner and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to at the Trust from being accounted for as sales under generally accepted accounting principles price determined in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesSection 2.04(d)(iii), as if the Receivables being purchased were Ineligible Receivables. Amounts deposited in effect for reporting periods before November 15, 2009; and (ii) on or prior the Excess Funding Account in connection therewith and allocated to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers Notes shall have amended Schedule 1 by delivering be distributed to the Trustee a computer file or microfiche list containing a true and complete list Noteholders of each Series in the manner specified in Article VIII of the removed Inactive Accounts specifying for Indenture and each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed AccountsIndenture Supplement.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On any day of any Due Period the Sellers shall have the right to require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect Subject to the conditions set forth below, after the FCMT Termination Date, Seller may designate from time to time Accounts no longer to be designated by for inclusion in the SellersIssuer (the "Removed Accounts"); provided, upon satisfaction of all the following conditions: (i) on however, that ---------------- -------- ------- Seller shall not make more than one such designation in any Monthly Period. On or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “"Removal Notice Date”); (ii") on or prior to the date that is ten Business Days after ------------------- on which Removed Accounts shall be designated (the "Removal Date"), Seller shall ------------ give the Owner Trustee, the Sellers shall have amended Schedule 1 by delivering to Servicer and each Enhancement Provider written notice that the Trustee a computer file or microfiche list containing a true and complete list of the Receivables from such Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant are 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 be retransferred to such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofSeller. (b) On any day of any Due Period, the Sellers Seller shall have the right be permitted to designate Inactive and require retransfer to it of the Receivables from Removed Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, only upon satisfaction of the following conditions: (i) on or before If the fifth Business Day immediately preceding Accounts to be removed have outstanding Receivables, Seller shall satisfy the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission Condition with receipt confirmed) of respect thereto by such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and; (ii) on or prior to the date that is ten Business Days after the Inactive Account each Removal Date, the Sellers Owner Trustee shall have amended Schedule 1 deliver to Seller a written Reassignment Agreement in substantially the form of Exhibit B --------- (the "Reassignment Agreement") prepared by delivering Seller, and Seller shall deliver ---------------------- to the Owner Trustee a computer file file, microfiche or microfiche written list containing a true and complete list of the removed Inactive schedule identifying all Removed Accounts specifying for each such removed Inactive Removed Account, as of the Inactive Account Removal Notice Date, its account numbernumber and the Receivable balance thereof. Accounts designated by Such computer file, microfiche or written list shall be as of the Sellers pursuant to Section 2.10(adate of such Reassignment Agreement incorporated into and made a part of this Agreement; (iii) or 2.10(bSeller shall represent and warrant as of each Removal Date that (A) are referred to herein as “the list of Removed Accounts.” In addition , as of the Removal Notice Date, complies in all material respects with the requirements of (ii) above; (B) Accounts (or administratively convenient groups of Accounts, such as billing cycles) were chosen for removal randomly or otherwise not on a basis intended to select particular accounts or groups of accounts for any reason other than administrative convenience, and no selection procedure used by Seller which is adverse to the foregoinginterests of the Noteholders was utilized in selecting the Removed Accounts; and (C) as of the Removal Notice Date and as of the Removal Date, Seller is not insolvent and such removal was not made in contemplation of the Seller's insolvency; (iv) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the date when reasonable belief of Seller, cause a Pay Out Event to occur, or an event which with notice or lapse of time or both would constitute a Pay Out Event; (v) The Aggregate Principal Balance shall not be less than the Minimum Aggregate Principal Balance after giving effect to such removal; (vi) Seller shall have delivered to the Owner Trustee and to each Enhancement Provider a certificate of an officer of Seller confirming the items set forth in (i) through (v) above. The Owner Trustee may conclusively rely on such certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and (vii) such other conditions and restrictions as may at any Receivable time be specified in an Account becomes a Defaulted Receivable Officer's Certificate of the Trust Seller delivered to the Owner Trustee shall automatically have been satisfied, it being understood that (i) no such additional conditions or restrictions may conflict with or override any of the conditions and without further action or consideration restrictions specified above, and (ii) upon delivery of such an Officer's Certificate to the Owner Trustee, the additional conditions and restrictions specified therein shall be deemed to transferbe incorporated by reference into and become a part of this Agreement. Upon satisfaction of the above conditions, assign, set over the Owner Trustee shall execute and otherwise convey deliver the Reassignment Agreement to the applicable Seller, without recourse, representation or warranty, all right, title and interest the Receivables from the Removed Accounts shall no longer constitute a part of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinIssuer.

Removal of Accounts. (a) Subject to the conditions set forth below, Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust; provided that Transferor shall not make more than one such designation in any Monthly Period. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by Trustee to Transferor (the "Removal Date"), Transferor shall have give Trustee and Servicer written notice that the right Receivables from such Removed Accounts are to be reassigned to Transferor. (b) Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) the removal of any Receivables of any Removed Accounts on or before any Removal Date shall not, in the fifth Business Day immediately preceding reasonable belief of Transferor, (a) cause a Pay Out Event to occur, provided that for the purposes of this subsection 2.7(b)(i)(a), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal Transferor Interest as a percentage of the Removed Accounts (aggregate amount of Principal Receivables to be less than the “Minimum Transferor Percentage on such Removal Date”), (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (d) result in the failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to Trustee for execution a written assignment substantially in the form of Exhibit F (the "Reassignment") and, within five Business Days thereafter, Transferor shall have delivered to Trustee a computer file or microfiche list containing a true and complete an accurate list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such Account; (iii) the Sellers 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 which computer file or microfiche list shall as of the Removal Date modify and complete amend and be made a part of this Agreement; (iii) Transferor shall represent and warrant that no selection procedures believed by Transferor to be materially adverse to the interests of the Holders were utilized in all material respectsselecting the Removed Accounts to be removed from the Trust; (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts, and the Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (viiv) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers Transferor shall have delivered to Trustee an Officer's Certificate confirming the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectitems set forth in clauses (i) through (iv). Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to Transferor, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust; provided, that, if Transferor so elects, Receivables existing in Removed Accounts prior to the Sellers a written reassignment Removal Date may remain in substantially the form Trust, in which case (x) Servicer shall allocate, after the Removal Date and until the balance of Exhibit C such retained Receivables has been reduced to zero (in accordance with the following allocation method), payments on each such Removed Account with respect to the principal balance of such Account first to the oldest principal balance of such Account and apply such payments as Collections in accordance with Article IV, and (y) Finance Charge Receivables, whenever created, accrued in respect of retained Principal Receivables in Removed Accounts (the “Reassignment”balance of which shall be determined in accordance with the allocation rule specified in clause (x)) and shall, without further action, shall continue to be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest a part of the Trust in and notwithstanding any cessation of the transfer of additional Principal Receivables from the related Removed Accounts to the Receivables arising in the Removed AccountsTrust, all monies due and to become due and all amounts received Collections with respect thereto shall continue to be allocated and all proceeds thereofpaid in accordance with Article IV. Transferor may impose additional conditions upon the designation of Removed Accounts that it determines are necessary for Transferor to derecognize the Receivables under applicable accounting principles. (bc) On Transferor may, but shall not be obligated to, designate at any day time Zero Balance Accounts, any future receivables of any Due Periodwhich will no longer be part of the Trust, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction records the designation of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and Accounts as having been transferred to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinthe Trust.

Removal of Accounts. (a) Subject to the conditions set forth below, each Transferor may, but shall not be obligated to, designate Receivables for removal from the Trust (the "Removed Accounts"). On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the Receivables from the designated Removed Accounts will be reassigned to the applicable Transferor (the "Removal Date"), the Issuer shall have give the right Owner Trustee, the Indenture Trustee, the Servicer, the applicable Collateral Agent and each Note Rating Agency written notice that the Receivables from such Removed Accounts are to be reassigned to the applicable Transferor. (b) The applicable Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on or before all of the fifth Business Day immediately preceding requirements for the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of Accounts under the Removed Accounts (the “Removal Date”)applicable Asset Pool Supplement have been satisfied; (ii) on or prior to the date Servicer shall represent and warrant that is ten Business Days after (x) a random selection procedure was used by the Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of Servicer in selecting the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) only one such removal of randomly selected Accounts shall occur in the then current Monthly Period, (y) the Removed Accounts would arose pursuant to an affinity, private-label, agent-bank, co-branding or other arrangement with a third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the third party to repurchase the Removed Accounts subject to such arrangement, upon such cancellation or non-renewal and the third party has exercised such repurchase right or (z) the Removed Accounts were selected using another method that will not have precluded preclude transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles or prevent the applicable Transferor from continuing to qualify as a qualifying special purpose entity in accordance with FASB Statement SFAS No. 140140 (or any relevant replacement statement); (iii) the removal of any Receivable of any Removed Accounts on any Removal Date shall not, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each the reasonable belief of the Sellers applicable Transferor, cause, with respect to the Asset Pool in which such Receivables had been designated for inclusion, an Adverse Effect or the Transferor Amount for such Asset Pool to be less than the Required Transferor Amount for that Asset Pool or the Pool Balance for that Asset Pool to be less than the Minimum Pool Balance for such Monthly Period in which such removal occurs; (iv) on or prior to the Removal Date, the applicable Transferor shall have delivered to the Trustee a certificate of a Vice President or more senior officerOwner Trustee, dated the Removal Date, to that effect. Upon satisfaction of all on behalf of the above conditionsIssuer, the Trustee shall execute and deliver to the Sellers for execution, a written reassignment assignment in substantially the form of Exhibit C B (the “"Reassignment”") and, within five Business Days thereafter, or as otherwise agreed upon between the applicable Transferor and shallthe Owner Trustee, without further actionon behalf of the Issuer, be deemed to sell, transfer, assign, set over and otherwise convey the applicable Transferor shall have delivered to the Sellers or their designeeOwner Trustee, effective as on behalf of the Removal DateIssuer, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of all Removed Accounts identified by account number and the removed Inactive Accounts specifying for aggregate amount of Receivables outstanding in each such removed Inactive Account, Removed Account as of the Inactive Account Removal Date, its account number. and stating from which Asset Pool such Accounts designated by are to be removed, which computer file shall as of the Sellers Removal Date modify and amend and be made a part of this Agreement; (v) on or before the tenth Business Day prior to the Removal Date, each Note Rating Agency shall have received notice from the Servicer of such proposed removal of the Receivables of such Accounts and, if such removal is pursuant to Section 2.10(asubclause (ii)(y) or 2.10(b(z) are referred to herein as “Removed Accounts.” In addition above, the Note Rating Agency Condition shall have been satisfied; and (vi) (A) the Issuer shall have delivered to the foregoingOwner Trustee an Officer's Certificate confirming the items set forth in clause (i), (B) the Servicer shall have delivered to the Owner Trustee, on behalf of the date when any Receivable Issuer, an Officer's Certificate confirming the items set forth in an Account becomes a Defaulted Receivable clause (ii) above and (C) the Trust applicable Transferor shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey have delivered to the applicable SellerOwner Trustee, without recourse, representation or warranty, all right, title and interest on behalf of the Trust Issuer, an Officer's Certificate confirming the items set forth in clauses (iii) through (v) above. The Owner Trustee, the Indenture Trustee and the applicable Collateral Agent may each conclusively rely on each such Officer's Certificate, shall have no duty to make inquiries with regard to the Defaulted matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Owner Trustee, on behalf of the Issuer, shall execute and deliver the Reassignment to such Transferor, and the Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries from the Removed Accounts shall no longer constitute a part of such Account shall be applied as provided hereinthe Collateral.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for The removal of the any Receivables of any Removed Accounts (on any Removal Date shall not, in the “Removal Date”)reasonable belief of the Transferor, cause a Pay Out Event to occur or the Transferor Interest to be an amount less than zero; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the "Reassignment") and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor and the Trustee, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such AccountRemoved Accounts as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Sellers Transferor shall have represented represent and warranted as warrant that (x) no selection procedures believed by the Transferor to be materially adverse to the interests of the Removal Date that Certificateholders were utilized in selecting the list of Removed Accounts delivered pursuant to paragraph be removed from the Trust and (ii) above, as of the Removal Date, is true and complete in all material respects;y) (ivI) a random selection procedure was used by the Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result Transferor in selecting the occurrence of an Amortization Event Removed Accounts and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) only one such removal of randomly selected Accounts shall occur in the then current Monthly Period, (II) the Removed Accounts would arose pursuant to an affinity, private-label, agent-bank, co-branding or other arrangement with a third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the third party to repurchase the Accounts subject to such arrangement, upon such cancellation or non-renewal and the third party has exercised such repurchase right or (III) the Removed Accounts were selected using another method that will not have precluded preclude transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles or prevent the Trust from continuing to qualify as a qualifying special purpose entity in accordance with FASB Statement No. 140, Accounting for Transfers SFAS 140 and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers Transferor shall have delivered to the Trustee a certificate of a Vice President or more senior officerand each Enhancement Provider an Officer's Certificate, dated the Removal Date, to that effect; (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor Certificates; and (v) the Transferor shall have delivered to the Trustee an Officer's Certificate confirming the items set forth in clauses (i) through (iv) above. The Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On any day of any Due Monthly Period the Sellers each Transferor shall have the right to require the reassignment to them it or their its designee of all the Trust’s 's and the Trustee'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 with respect thereto and all proceeds thereof (but excluding from such reassigned amounts all Recoveries relating thereto resulting from the sale or re-securitization of Receivables pursuant to a Grouped Charge Off Disposition) in or with respect to the Accounts designated by such Transferor (the Sellers"Removed Accounts"), upon satisfaction of all the following conditions: (ia) on or before the fifth tenth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), the Sellers such Transferor shall have given the Trustee, the Servicer, each Rating Agency and each any Series Enhancer entitled thereto pursuant to the relevant Supplement written notice of such removal and specifying the date for removal of the Removed Accounts (the “"Removal Date”"); (iib) on or prior to the date that is ten 10 Business Days after the Removal Date, the Sellers such Transferor shall 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 givenNotice Date, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iiic) the Sellers such Transferor shall have represented and warranted as of on or prior to the date that is 10 Business Days after the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (iib) aboveabove was, as of the Removal Notice Date, is true and complete in all material respects; (ivd) the Rating Agency Condition shall have been satisfied with respect to such removal; provided, however, that if (i) the amount of Principal Receivables outstanding in each such Removed Account is zero and (ii) each such Removed Account (x) has had no activity in the previous 180 days, (y) has been closed or (z) has had its Receivables charged off as uncollectible, the Rating Agency Condition shall not apply; (ve) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Trustee and each any Series Enhancer a certificate of a Vice President or more senior officerentitled thereto pursuant to the relevant Supplement an Officer's Certificate, dated the Removal Date, to the effect that such Seller Transferor reasonably believes that (i) such removal will not have an Adverse Effect not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event to occur with respect to any Series and is not reasonably expected (ii) no selection procedure was utilized by such Transferor which would result in a selection of Removed Accounts that would be materially adverse to have an Adverse Effect at the interests of the Investor Certificateholders of any time in Series as of the futureRemoval Date; (vif) as of the Removal Notice Date, either (i) the Sellers shall have delivered Receivables in the Accounts owned or designated by such Transferor are not more than 15% delinquent by estimated principal amount and the weighted average delinquency of such Receivables is not more than 60 days or (ii) the Receivables in the Accounts owned by such Transferor are not more than 7% delinquent by estimated principal amount and the weighted average delinquency of such Receivables does not exceed 90 days; (g) subject to the Trusteeexceptions set forth in Section 2.09(h), (i) no more than one Removal Date shall occur in any Monthly Period and (ii) for each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect the Accounts to such removalbe designated as Removed Accounts shall be selected at random by the Transferor and the Removed Accounts shall not, as of the Removal Notice Date, contain Principal Receivables which in the aggregate exceed an amount equal to the excess, if any, of the Transferors' Participation Amount over the Required Transferors' Participation Amount; and (viih) the following Accounts may be removed on any day and shall not be subject to the limitations described in Section 2.09(g): (i) any Accounts that contain Defaulted Receivables; (ii) any Accounts described in the proviso of Section 2.09(d); or (iii) any Accounts originated or acquired under an affinity, private label, agent bank, co-branding or other arrangement with a third party, which has been cancelled by such removal third party or which has expired without renewal and which cancellation or expiration without renewal has arisen in response to a third-party action or decision not to act and not the unilateral action of the Removed Account Owner and which by its terms permits the third party to purchase the Accounts would not have precluded transfers of or Receivables subject to the Trust from being accounted for as sales under generally accepted accounting principles such arrangement, upon such cancellation or non-renewal and such third party in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President fact purchases such Account or more senior officer, dated the Removal Date, to that effectReceivables. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers such Transferor or their its designee, 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 Receivables arising in the Removed Accounts, all monies moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period. In addition, the Sellers Trustee shall have the right to designate Inactive Accounts and to remove execute such Inactive Accounts from Schedule 1 hereto and from its other documents and records, including appropriate computer files, upon satisfaction instruments of transfer or assignment and take such other actions as shall reasonably be requested by the following conditions: (i) on or before relevant Transferor to effect the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers conveyance of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accountsthis Section.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On any day of any Due Period the Sellers Transferor shall have the right to require the reassignment to them it or their its designee of all the TrustIssuer’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 with respect thereto and all proceeds thereof in or with respect to the Accounts then owned by the Originator and designated by Transferor (the Sellers“Removed Accounts”) or Participation Interests (unless otherwise set forth in the applicable Indenture Supplement), upon satisfaction of all the following conditions: (i) on or before the fifth tenth Business Day immediately preceding the Removal Date (the “Removal Notice Date, the Sellers ”) Transferor shall have given the TrusteeIssuer, the Servicer, each Rating Agency and each Series Enhancer any Enhancement Provider entitled thereto pursuant to the relevant Indenture Supplement written notice of such removal and specifying the date for removal of the Removed Accounts and Participation Interests (the “Removal Date”); Transferor shall provide each Rating Agency with such additional information relating to such removal as the Rating Agency shall reasonably request; (ii) with respect to Removed Accounts, on or prior to the date that is ten three (3) Business Days after the Removal Date, the Sellers Transferor shall have amended delivered to Issuer (with a copy to Indenture Trustee) an Account Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of listing the Removed Accounts and specifying for each such Account, as of the date notice of the Removal Date is givenNotice Date, its account numberAccount Number, the aggregate amount outstanding in such Account outstanding, and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers with respect to Removed Accounts, 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) with respect to any removal pursuant to Section 2.7(b) that is being made as a result of the applicable Merchant exercising a purchase right as to which Transferor has no reasonable control (an “Involuntary Removal”), Transferor shall use reasonable efforts to satisfy the Rating Agency Condition; and as to any other removal, the Rating Agency Condition shall have been satisfied with respect to such removalsatisfied; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Indenture Trustee and each Series Enhancer a certificate of a Vice President or more senior officerany Enhancement Provider entitled thereto pursuant to the relevant Indenture Supplement an Officer’s Certificate, dated as of the Removal Date, to the effect that such Seller Transferor reasonably believes that (A) in the case of any removal other than an Involuntary Removal, such removal will not, based on the facts known to such officer at the time of such certification, then or thereafter cause an Early Amortization Event to occur with respect to any Series, (B) in the case of any Involuntary Removal, Transferor has used reasonable efforts to avoid having such removal result in an Early Amortization Event and (C) in either case, (i) no selection procedure believed by Transferor to be materially adverse to the interests of the Noteholders has been used in removing Removed Accounts from among any pool of Accounts or Participation Interests of a similar type (it being understood that Transferor will not have an Adverse Effect and is not reasonably expected be deemed to have used such an Adverse Effect at adverse selection procedure in connection with any time in Involuntary Removal); and (ii) Accounts (or administratively convenient groups of Accounts, such as billing cycles) were chosen for removal on a random basis or another basis that Transferor believes is consistent which achieving derecognition of the futureReceivables under GAAP; (vi) in the Sellers case of any removal pursuant to Section 2.7(a), the aggregate Principal Receivables in the Removed Accounts shall have delivered to not exceed the Trusteelesser of (A) the excess of the Transferor Amount over the Minimum Transferor Amount or (B) the excess of the Aggregate Principal Balance over the Required Principal Balance, each Rating Agency and each Series Enhancer a Tax Opinion, dated all measured as of the Removal Date, with respect to such removalend of the most recently ended Monthly Period; and (vii) in the case of any removal pursuant to Section 2.7(b), Transferor shall concurrently with such removal of make a deposit into the Removed Accounts would not have precluded transfers of Receivables Collection Account in immediately available funds in an amount equal to the Trust from aggregate outstanding balance of Principal Receivables in the Accounts being accounted for as sales under generally accepted accounting principles removed, minus the amount of any deposit into the Excess Funding Account made pursuant to Sections 2.7(b) and 2.4(e) in accordance connection with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectsuch removal. Upon satisfaction of all of the above conditions, the Trustee Issuer shall execute and deliver to the Sellers Transferor or its designee 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 the Sellers Transferor or their its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust Issuer in and to the Receivables arising in the Removed AccountsAccounts or the Participation Interests, all monies moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. In addition, Issuer shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Transferor to effect the conveyance of Receivables pursuant to this Section. (b) On Transferor may from time to time designate as Removed Accounts any day of any Due Period, Accounts designated for purchase by a Merchant pursuant to the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction terms of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive related Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal Processing Agreement. Any repurchase of the applicable Inactive Receivables in Removed Accounts (such date, the “Inactive Account Removal Date”), (Bdesignated pursuant to this Section 2.7(b) certifying that the Sellers reasonably believe that such removal will not result shall be effected in the occurrence of an Amortization Event manner and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles at a price determined in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesSection 2.4(e), as if the Receivables being repurchased were Ineligible Receivables. Amounts deposited in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Collection Account Removal Date, the Sellers in connection therewith shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over be Collections of Principal Receivables and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinin accordance with the terms of Article VIII of the Indenture and each Indenture Supplement.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust; provided, however, that the Transferor shall not make more than one such designation in any Monthly Period. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.7(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Interest to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the sum of the aggregate amount of Principal Receivables and the Excess Funding Amount to be less than the Minimum Aggregate Principal Receivables, or before (d) result in the fifth Business Day immediately preceding failure to make any payment specified in the related Supplement with respect to any Series. (ii) On or prior to the Removal Date, the Sellers Transferor shall have given delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the "Reassignment") and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor and the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such Account; (iii) the Sellers 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 which computer file or microfiche list shall as of the Removal Date modify and complete amend and be made a part of this Agreement. (iii) The Transferor shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized in all material respects;selecting the Removed Accounts to be removed from the Trust. (iv) Such other conditions as set forth in the Rating Agency Condition shall have been satisfied with respect to such removal;related Supplement. (v) On or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received written confirmation from each Rating Agency that such removal will not result in satisfy the occurrence of an Amortization Event and each of the Sellers Rating Agency Condition; and (vi) The Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officeran Officer's Certificate confirming the items set forth in clauses (i) through (v) above. The Trustee may conclusively rely on such Officer's Certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) Subject to the conditions set forth below, the Seller may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal (“Removed Accounts”) from the Trust; provided, however, that the Seller shall not make more than one such designation in any Monthly Period. On any day or before the fifth Business Day (the “Removal Notice Date”) prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Seller (the “Removal Date”), the Seller shall give the Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Seller. (b) The Seller shall be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction of the following conditions: (i) the removal of any Due Period Receivables of any Removed Accounts on any Removal Date shall not, in the Sellers reasonable belief of the Seller, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Seller Interest as a percentage of the aggregate amount of Principal Receivables to be less than the Minimum Seller Interest on such Removal Date, (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (d) result in the failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the Removal Date, the Seller shall have delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the “Reassignment”) and, within five Business Days (or as otherwise agreed upon between the Seller and the Trustee) thereafter, the Seller shall have delivered to the Trustee a computer file or microfiche list containing a true and complete list of all Removed Accounts identified by account number and the aggregate amount of the Receivables in such Removed Accounts as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Seller shall represent and warrant that no selection procedures believed by the Seller to be materially adverse to the interests of the Certificateholders were utilized in selecting the Removed Accounts to be removed from the Trust; (iv) [Reserved] (v) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Seller shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor Certificates; (vi) on any Removal Notice Date, the amount of the Principal Receivables of the Removed Accounts to be reassigned to the Seller on the related Removal Date shall not equal or exceed 5% of the aggregate amount of the Principal Receivables on such Removal Date; provided, that if any Series has been paid in full, the Principal Receivables in such Removed Accounts shall not equal or exceed the sum of (A) 5% of the aggregate amount of the Principal Receivables, after giving effect to the removal of accounts pursuant to clause (B) below, on such Removal Date plus (B) the Initial Investor Interest of such Series that has been paid in full; and (vii) the Seller shall have delivered to the Trustee an Officer’s Certificate confirming the items set forth in clauses (i) through (vi) above. The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Trustee shall execute and deliver the Reassignment to the Seller, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust. (c) The Seller may, but shall not be obligated to, designate at any time Zero Balance Accounts, any future receivables of which will no longer be part of the Trust, and to remove the designation 1994-MT from the Pool Index File for such Accounts; provided, that prior to such designation and removal, the Seller shall have delivered to Xxxxx’x and Fitch an Officer’s Certificate to the effect that to the best knowledge of the Seller, such designation and removal shall not cause a Pay Out Event to occur. (d) In addition to the terms and conditions contained in subsections 2.07(a) and 2.07(b), the Seller’s right to require the reassignment to them it or their its designee of all the Trust’s right, title and interest in, to and under the Receivables then existing and thereafter createdin Removed Accounts, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect shall be subject to the Accounts designated by the Sellers, upon satisfaction of all the following conditionsrestrictions: (i) on or before the fifth Business Day immediately preceding the Removal DateExcept for Removed Accounts described in subsections 2.07(c) and 2.07(d)(ii), the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Accounts to be designated as Removed Accounts (shall be selected at random by the “Removal Date”);Seller. (ii) on or prior The Seller may designate Removed Accounts as provided in and subject to the date that is ten Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering terms and conditions contained in this Section 2.07 without being subject to the Trustee a computer file or microfiche list containing a true and complete list of restrictions set forth in subsection 2.07(d)(i) if the Removed Accounts specifying for each such Account, as are designated in response to a third-party action or decision not to act and not the unilateral action of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofSeller. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) Subject to the conditions set forth below, the Issuer may, but shall not be obligated to, designate Asset Pool One Receivables from Asset Pool One Accounts for removal ("Removed Asset Pool One Accounts") from the Collateral. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the Asset Pool One Receivables from the designated Removed Asset Pool One Accounts will be reassigned by the Collateral Agent to the Issuer (the "Removal Date"), the Issuer shall have give the right Indenture Trustee, the Owner Trustee, the Collateral Agent, the Servicer and each Note Rating Agency written notice that the Asset Pool One Receivables from such Removed Asset Pool One Accounts are to be reassigned to the Issuer. (b) The Issuer shall be permitted to designate and require the reassignment to them or their designee it of all the Trust’s right, title and interest in, to and under the Asset Pool One Receivables then existing and thereafter created, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the from Removed Asset Pool One Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) the removal of any Asset Pool One Receivables of any Removed Asset Pool One Accounts on any Removal Date shall not, in the reasonable belief of the Issuer cause an Adverse Effect or before the fifth Business Day immediately preceding Asset Pool One Transferor Amount to be less than the Removal Date, Asset Pool One Required Transferor Amount or the Sellers shall have given Asset Pool One Pool Balance to be less than the Trustee, Asset Pool One Minimum Pool Balance for the Servicer, each Rating Agency and each Series Enhancer notice of Monthly Period in which such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”)occurs; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Issuer shall have amended Schedule 1 by delivering delivered to the Trustee Collateral Agent for execution a written assignment in substantially the form of Exhibit D (the "Reassignment") and, within 5 Business Days thereafter, or as otherwise agreed upon between the Issuer and the Collateral Agent, the Issuer shall have delivered to the Collateral Agent a computer file or microfiche list containing a true and complete list of the all Removed Asset Pool One Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Asset Pool One Receivables outstanding in such Accounteach Removed Asset Pool One Account as of the Removal Date, which computer file shall as of the Removal Date modify and amend and be made a part of this Asset Pool One Supplement; (iii) the Sellers Servicer shall have represented represent and warranted as of warrant that (x) a random selection procedure was used by the Removal Date that Servicer in selecting the list of Removed Asset Pool One 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) only one such removal of randomly selected Asset Pool One Accounts shall occur in the then current Monthly Period, (y) the Removed Asset Pool One Accounts would arose pursuant to an affinity, private-label, agent-bank, co-branding or other arrangement with a third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the third party to repurchase the Removed Asset Pool One Accounts subject to such arrangement, upon such cancellation or non-renewal and the third party has exercised such repurchase right or (z) the Removed Asset Pool One Accounts were selected using another method that will not have precluded preclude transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles or prevent the Issuer from continuing to qualify as a qualifying special purpose entity in accordance with FASB Statement No. 140SFAS 140 (or any relevant replacement statement); (iv) on or before the tenth Business Day prior to the Removal Date, Accounting for Transfers and Servicing each Note Rating Agency shall have received notice from the Servicer of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each such proposed removal of the Sellers Asset Pool One Receivables of such Asset Pool One Accounts and, if such removal is pursuant to subclause (iii)(y) or (z) above, the Note Rating Agency Condition shall have been satisfied; and (A) the Issuer shall have delivered to the Collateral Agent an Officer's Certificate confirming the items set forth in clauses (i) and (ii) above, (B) the Servicer shall have delivered to the Collateral Agent an Officer's Certificate confirming the items set forth in clauses (iii) and (iv) above. The Indenture Trustee a certificate of a Vice President or more senior officerand the Collateral Agent may conclusively rely on such Officer's Certificate, dated shall have no duty to make inquiries with regard to the Removal Date, to that effectmatters set forth therein and shall incur no liability in so relying. Upon satisfaction of all of the above conditions, the Trustee Collateral Agent shall execute and deliver the Reassignment to the Sellers Issuer, and the Asset Pool One Receivables from the Removed Asset Pool One Accounts shall no longer constitute 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 the Sellers or their designee, effective as part of the Removal DateCollateral. Thereafter, without recourse, representation or warranty, all the right, title and interest of such Accounts shall be removed from the Trust in and to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest 2.13 of the Trust in Transfer and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinServicing Agreement.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal (“Removed Accounts”) from the Trust; provided, however, that with respect to Removed Accounts, other than those Removed Accounts designated pursuant to subsection 2.07(c)(ii), the Transferor shall not make more than one such designation in any Monthly Period. On any day or before the fifth Business Day (the “Removal Notice Date”) prior to the date on which the Receivables in the designated Removed Accounts will be reassigned by the Trustee to the Transferor, the Transferor shall give the Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction of the following conditions: (i) the removal of any Due Period Receivables of any Removed Accounts on any Removal Date shall not, in the Sellers reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Interest as a percentage of the aggregate amount of Principal Receivables to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (d) result in the failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the Removal Date, the Transferor shall have delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the “Reassignment”) and, within five Business Days (or as otherwise agreed upon between the Transferor and the Trustee) after the Removal Date, the Transferor shall have delivered to the Trustee the updated Account Schedule, which Account Schedule is true and complete as of the Removal Date and which as of the Removal Date shall modify and amend and be made a part of this Agreement; (iii) the Transferor shall represent and warrant that it has not used any selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders in selecting the related Removed Accounts; (iv) [Reserved] (v) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor Certificates; (vi) on any Removal Notice Date, the amount of the Principal Receivables of the Removed Accounts to be reassigned to the Transferor on the related Removal Date shall not equal or exceed 5% of the aggregate amount of the Principal Receivables on such Removal Date; provided, that if any Series has been paid in full, the Principal Receivables in such Removed Accounts shall not equal or exceed the sum of (A) 5% of the excess of the Principal Receivables on such Removal Date over the Initial Investor Interest of such Series that has been paid in full plus (B) the Initial Investor Interest of such Series that has been paid in full; and (vii) the Transferor shall have delivered to the Trustee an Officer’s Certificate confirming the items set forth in clauses (i) through (vi) above. The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Trustee shall execute and deliver the Reassignment to the Transferor, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust. (c) In addition to the terms and conditions contained in subsections 2.07(a) and 2.07(b), the Transferor’s right to require the reassignment to them it or their its designee of all the Trust’s right, title and interest in, to and under the Receivables then existing and thereafter createdin Removed Accounts, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect shall be subject to the Accounts designated by the Sellers, upon satisfaction of all the following conditionsrestrictions: (i) on or before the fifth Business Day immediately preceding the Removal DateExcept for Removed Accounts described in subsections 2.07(c)(ii) and 2.07(d), the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Accounts to be designated as Removed Accounts (shall be selected at random by the “Removal Date”);Transferor; and (ii) on The Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in this Section 2.07 without being subject to the restrictions set forth in subsection 2.07(c)(i) if the Removed Accounts are designated in response to action taken by a third party in connection with an affinity or private-label arrangement, such action to include that third party’s decision to cancel the arrangement or failure to renew the arrangement following expiration, and is not the unilateral action of the Transferor. (d) Notwithstanding anything else in this Section 2.07 to the contrary, the Transferor may, but shall not be obligated to, designate at any time Zero Balance Accounts, any future receivables of which will no longer be part of the Trust, and direct the Account Owner to remove the designation 1994-MT and/or 1994MT, as applicable, from the Pool Index File for such Accounts; provided, that in connection with such designation and removal, the Transferor shall have delivered (i) to Xxxxx’x and Fitch, prior to the date that is ten Business Days after the Removal Date, the Sellers shall 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such designation and removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the a “Inactive Zero Balance Account Removal Date”), (B) certifying that an Officer’s Certificate of the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables Transferor to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers effect that to the best knowledge of the Transferor such designation and Servicing of Financial Assets removal shall not cause a Pay Out Event to occur and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Trustee, within five Business Days (or as otherwise agreed upon between the Transferor and the Trustee) after the Inactive related Zero Balance Account Removal Date, the Sellers shall have amended updated Account Schedule, which Account Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a is true and complete list as of the removed Inactive Accounts specifying for each such removed Inactive AccountZero Balance Account Removal Date. The Trustee shall acknowledge receipt of such Account Schedule in writing, which as of the Inactive related Zero Balance Account Removal Date shall modify and amend and be made a part of this Agreement, and which shall reconvey to Funding, without recourse on and after the related Zero Balance Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust Trustee in and to the Defaulted Receivables arising thereafter created in such Accountthe related Zero Balance Accounts, all monies due and or to become due with respect thereto and (including all Finance Charge Receivables), all proceeds thereof, provided, that Recoveries (as defined in the Delaware UCC) of such Account shall be applied as provided hereinReceivables, Insurance Proceeds relating to such Receivables and the proceeds thereof.

Removal of Accounts. (a) Subject to the conditions set forth below, during the Revolving Period, the Transferor may, but shall not be obligated to, designate, from time to time, Accounts for deletion and removal ("Removed Accounts") from the Accounts and accept reconveyance of all Receivables in the Removed Accounts without notice to the Investor Certificateholders; provided, however, that the Transferor shall not make more than one such designation in any Monthly Period. On any day of any Due Period or before the Sellers tenth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on On or before the fifth Business Day immediately preceding prior to the Removal Date, the Sellers Transferor shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on delivered or prior caused to the date that is ten Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering be delivered to the Trustee for execution a written instrument of reassignment in substantially the form of Exhibit C (the "Reassignment") and a computer file file, microfiche or microfiche written list containing a true and complete list of the all Removed Accounts specifying for each identified by account number and by the aggregate balance of the Receivables in such Account, Removed Accounts as of the date notice Removal Notice Date, which computer file, microfiche or written list shall as of the Removal Date is givenmodify, its account numberamend and be made a part of this Agreement; (ii) The Transferor shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificate Owners of any outstanding Series of Investor Certificates or any Enhancement Provider were utilized in selecting the Removed Accounts; (iii) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, (a) in the aggregate amount outstanding reasonable belief of the Transferor, result in such Account a Pay Out Event or (b) cause the Transferor Amount to be less than the Minimum Transferor Amount, and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers Trust shall have represented and warranted as of not be less than 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 respectsMinimum Aggregate Principal Receivables; (iv) the The Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Agencies shall have delivered to the Trustee and each Series Enhancer Transferor a certificate of a Vice President or more senior officer, dated letter confirming that the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removalCondition has been satisfied; and (viiv) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers The Transferor shall have delivered deliver to the Trustee (with a certificate of a Vice President or more senior officercopy to the Rating Agencies) an Officer's Certificate confirming the items set forth in paragraphs (i) through (iv) above. The Trustee may conclusively rely on such Officer's Certificate, dated shall have no duty to make inquiries with regard to the Removal Date, to that effectmatters set forth therein and shall incur no liability in so relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor and take all actions and make all deliveries contemplated therein, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On any day of any Due Period the Sellers Monthly Period, each Transferor shall have the right to require the reassignment to them it or their its designee of all of the Trust’s right, title and interest of the Indenture Trustee and the Trust in, to and under the Receivables then existing and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts specified herein (the "Removed Accounts") and designated for removal by the Sellerssuch Transferor, upon satisfaction of all the following conditionsconditions in clauses (i) through (v) below: (i) on or before the fifth tenth Business Day (the "Removal Notice Date") immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “"Removal Date”"), such Transferor shall have given the Owner Trustee, the Indenture Trustee, the Servicer, the other Transferors, if any, and each Note Rating Agency notice (unless such notice requirement is waived) that the Receivables from such Removed Accounts are to be reassigned to such Transferor on the Removal Date; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers such Transferor shall have amended amend Schedule 1 by delivering to the Issuer and the Indenture Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts Accounts, specifying for each such Account, as of the date notice of the Removal Date is givenNotice Date, its account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 Note Rating Agency Condition shall have been satisfied with respect to such removal;the removal of the Removed Accounts; and (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Owner Trustee and each Series Enhancer a certificate the Indenture Trustee an Officer's Certificate of a Vice President or more senior officersuch Transferor, dated the Removal Date, to the effect that such Seller Transferor reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (viia) such removal of any Receivable of any Removed Account will not result in an Adverse Effect with respect to any Series, Class or Tranche of Notes and (b) no selection procedures believed by such Transferor to be materially adverse to, or materially beneficial to, the interests of any Noteholders have been used in selecting the Removed Accounts would not have precluded transfers from among any pool of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate Accounts of a Vice President or similar type. There may be more senior officer, dated than one Removal Date in any Monthly Period and the Removal Date, Accounts to that effect. be designated as Removed Accounts need not be selected at random by the applicable Transferor. (b) Upon satisfaction of all of the above conditions, the Trustee Owner Trustee, on behalf of the Trust, shall execute and deliver to the Sellers such Transferor a written reassignment in substantially the form of Exhibit C D (the “"Reassignment”") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers such Transferor or their its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Indenture Trustee and the Trust in in, to and to under the Receivables arising in the Removed Accounts, all Recoveries related thereto, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust Assets. The Indenture Trustee and the Owner Trustee may conclusively rely on the Officer's Certificate delivered pursuant to this Section 2.14 and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. (bc) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable (including any related Finance Charge Receivables), the Indenture Trustee and the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable SellerTransferor, without recourse, representation or warranty, all right, title and interest of the Indenture Trustee and the Trust in in, to and to under the Defaulted Receivables arising (including any related Finance Charge Receivables) in such Account, all monies due and or to become due due, all amounts received or receivable with respect thereto and all proceeds thereof, provided, ; provided that Recoveries of such Account Defaulted Receivables shall be applied as provided hereinin this Agreement. The Indenture Trustee and the Owner Trustee, on behalf of the Trust, shall execute and deliver such instruments of transfer and assignment (including any UCC termination statements), in each case without recourse, as shall be reasonably requested by the applicable Transferor to vest in such Transferor or its designee all right, title and interest that the Indenture Trustee and the Trust had in such Defaulted Receivables (including any related Finance Charge Receivables).

Removal of Accounts. (a) On each Determination Date that the Transferor Interest for the related Monthly Period exceeds the Minimum Transferor Interest with respect to such Determination Date, the Trustee shall be deemed to have offered to the Transferor automatically and without any day notice to or action by or on behalf of any Due Period the Sellers shall have Trustee, as of such Determination Date, the right to require remove from the reassignment to them or their designee Trust all of all the Trust’s right, title and interest in, to and under the Receivables then existing and thereafter created, all monies then due or to become due and all amounts thereafter received with respect thereto and all proceeds thereof in or with respect to the those Accounts designated by the Sellers, upon satisfaction Transferor (the “Removed Accounts”) in an aggregate amount not greater than the lesser of all the following conditions: (i) on or before the excess of the Transferor Interest over the Minimum Transferor Interest and (ii) the excess of Aggregate Principal Receivables over the Minimum Aggregate Principal Receivables. To accept such offer, the Transferor is required to furnish to the Trustee and each Rating Agency written notice by the fifth Business Day immediately preceding after the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and Determination Date specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers shall 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, the aggregate amount outstanding in such Account and the approximate aggregate amount of Principal Receivables outstanding in such Account; (iii) covered by the Sellers shall have represented and warranted as of the Removal Date offer that the list of Removed Accounts delivered pursuant Transferor intends to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition accept. There shall have been satisfied be no more than one such removal with respect to such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofMonthly Period. (b) On any day In addition to the satisfaction of any Due Periodthe conditions set forth in subsection 2.7(a), the Sellers Transferor shall have be permitted to accept reassignment to it of the right to designate Inactive Receivables from Removed Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, only upon satisfaction of the following conditions: (i) on or before On each date specified by the fifth Business Day immediately preceding Transferor for removal of the Inactive Account Removed Accounts (a “Removal Date (as defined belowDate”), the Sellers Transferor and the Trustee shall execute a written reassignment in substantially the form of Exhibit J (the “Reassignment”) and the Transferor shall deliver to the Trustee a true and complete Account Schedule reflecting the removal of the Removed Accounts. (ii) The Transferor shall have given delivered to the TrusteeTrustee an Officer’s Certificate, dated the Servicer Removal Date, to the effect that the Transferor reasonably believes that (A) such removal will not have a material and each adverse effect on the interests of the Trust or the Investor Securityholders, and (B) no selection procedures believed by the Transferor to be materially adverse to the interests of the Securityholders have been used in selecting the Removed Accounts.. (iii) The Transferor shall represent and warrant that the removal of any Receivables in any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, cause, immediately or with the passage of time, a Pay Out Event to occur. (iv) The Transferor shall have delivered at least 20 days’ (or such lesser number as any Rating Agency may agree) prior written notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmedgiven prior to the Removal Date in expectation that the Trustee will make the offer described in subsection 2.7(a)) of such removal to each Rating Agency that has rated any outstanding Class of any Series and the Trustee shall have received written confirmation from each such Rating Agency that such Rating Agency will not reduce or withdraw its rating on any outstanding Class of any Series as a result of such removal. (Av) specifying The Transferor shall have delivered to the date for removal Trustee an Officer’s Certificate of the applicable Inactive Accounts Transferor confirming the Transferor’s compliance with the items set forth in paragraphs (i) through (iv) above. The Trustee may conclusively rely on such datecertificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. provided that, the “Inactive Account Removal Date”conditions listed in clauses (i) through (v) above need not be satisfied if the Removed Accounts are Zero Balance Accounts. (c) In addition to the satisfaction of the conditions set forth in subsections 2.7(a) and (b), the Transferor’s right to require the reassignment to it of the Receivables in Removed Accounts, shall be subject to the following restrictions: (Bi) certifying that Except for Removed Accounts described in subsection 2.7(c)(ii), the Sellers reasonably believe that such removal Accounts to be designated as Removed Accounts shall be selected by the Transferor in a manner which will not result in materially and adversely affect the occurrence interests of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; andor the Investor Securityholders. (ii) on or prior The Transferor may designate Removed Accounts as provided in and subject to the date that is ten Business Days after terms and conditions contained in this Section 2.7 without being subject to the Inactive Account Removal Daterestrictions set forth in subsection 2.7(c)(i) if the Removed Accounts are designated in response to a third-party action or decision not to act and not the unilateral action of the Transferor. (d) Upon satisfaction of the conditions set forth in subsections 2.7(a), (b), and (c), the Sellers Receivables from the Removed Accounts shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list no longer constitute part of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed AccountsTrust.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for The removal of the any Receivables of any Removed Accounts (on any Removal Date shall not, in the “Removal Date”)reasonable belief of the Transferor, cause a Pay Out Event to occur or the Transferor Interest to be an amount less than zero; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the "Reassignment") and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor and the Trustee, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such AccountRemoved Accounts as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Sellers Transferor shall have represented represent and warranted as warrant that (x) no selection procedures believed by the Transferor to be materially adverse to the interests of the Removal Date that Certificateholders were utilized in selecting the list of Removed Accounts delivered to be removed from the Trust and (y) (I) a random selection procedure was used by the Transferor in selecting the Removed Accounts and only one such removal of randomly selected Accounts shall occur in the then current Monthly Period, (II) the Removed Accounts arose pursuant to paragraph (ii) abovean affinity, as of private-label, agent-bank, co-branding or other arrangement with a third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the Removal Date, is true and complete in all material respects; (iv) third party to repurchase the Rating Agency Condition shall have been satisfied with respect Accounts subject to such removal; arrangement, upon such cancellation or non- renewal and the third party has exercised such repurchase right or (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (viiIII) such removal of the Removed Accounts would will not have precluded preclude transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles or prevent the Trust from continuing to qualify as a qualifying special purpose entity in accordance with FASB Statement No. 140, Accounting for Transfers SFAS 140 and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers Transferor shall have delivered to the Trustee a certificate of a Vice President or more senior officerand each Enhancement Provider an Officer's Certificate, dated the Removal Date, to that effect; (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor Certificates; and (v) the Transferor shall have delivered to the Trustee an Officer's Certificate confirming the items set forth in clauses (i) through (iv) above. The Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein."

Removal of Accounts. (a) On any day Subject to the conditions set forth below, after the Certificate Trust Termination Date, the Transferor may, but shall not be obligated to, designate Accounts the Receivables of which will be removed from the Issuer (“Removed Accounts”); provided, however, that the Transferor shall not make more than one such designation in any Due Period the Sellers shall have the right to require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect to the Accounts designated by the Sellers, upon satisfaction of all the following conditions: (i) on Period. On or before the fifth Business Day immediately preceding (the “Removal Notice Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying ”) prior to the date for removal of on which the Receivables in the designated Removed Accounts will be reassigned by the Issuer to the Transferor (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering to give the Issuer, the Servicer and the Indenture Trustee a computer file or microfiche list containing a true and complete list of written notice that the Receivables from such Removed Accounts specifying for each such Account, as of are to be removed from the date notice of the Removal Date Issuer and reassigned to it. It is given, its account number, the aggregate amount outstanding in such Account understood and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes agreed that such removal will not have may be to facilitate an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time optional redemption of all Notes in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each a given Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement Nothe related Indenture Supplement. 140, Accounting for Transfers The Transferor shall be permitted to designate and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each require reassignment to it of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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 from Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, only upon satisfaction of the following conditions: (i) the removal of any Receivables of any Removed Accounts on or before the fifth Business Day immediately preceding the Inactive Account any Removal Date (as defined below)shall not, in the Sellers shall have given reasonable belief of the TrusteeTransferor, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), cause an Early Amortization Event to occur; or (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables failure to make any payment specified in the Trust from being accounted for as sales under generally accepted accounting principles in accordance related Indenture Supplement with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; andrespect to any Series; (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee Issuer (with a copy to the Indenture Trustee) (A) for execution, a written assignment in substantially the form of Exhibit C-1 (the “Reassignment”), and (B) a computer file or microfiche or written list containing a true and complete list of all Removed Accounts identified by account number or account identifier and the removed Inactive aggregate amount of the Receivables in such Removed Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Cut Off Date specified therein, which computer file or microfiche or written list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Transferor shall represent and warrant as of each Removal Date that (x) (1) Accounts were chosen for removal randomly and (2) no selection procedure was used by the Transferor which is materially adverse to the interests of the Noteholders or any Enhancement Provider or (y) Accounts were selected because of a third-party cancellation, or expiration without renewal, of an affinity or private-label arrangement related to such Accounts; (iv) on or before the tenth Business Day prior to the Removal Date, its account numbereach Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received written evidence that the Rating Agency Condition has been satisfied; (v) the Transferor shall have delivered to the Issuer and the Indenture Trustee an Officer’s Certificate confirming the items set forth in clauses (i) through (iii) above. The Indenture Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; (vi) after giving effect to such removal, the Transferor Amount shall be greater than or equal to zero; and (vii) no Early Amortization Event shall have occurred with respect to any Series. Upon satisfaction of the above conditions, the Issuer shall execute and deliver the Reassignment to the Transferor (with a copy to the Indenture Trustee), and the Receivables from the Removed Accounts designated shall no longer constitute a part of the Issuer. (b) No Account shall be removed from the Issuer hereunder if such removal would be prohibited by or inconsistent with the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to terms of any Indenture Supplement. Notwithstanding the foregoing, on any Account that (A) has a Receivables balance equal to zero, (B) contains no Receivables which have been charged off as uncollectible in accordance with the date when any Receivable Servicer’s customary and usual manner for charging off such Accounts, (C) has been irrevocably closed in an Account becomes a Defaulted Receivable manner consistent with the Trust shall automatically Servicer’s customary and usual procedures for closing revolving credit card accounts and (D) has been determined to be inactive may be removed without further action or consideration be deemed to transfer, assign, satisfying the requirements set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust forth in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinthis Section.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal (“Removed Accounts”) from the Trust. On any day of any Due Period or before the Sellers fifth Business Day (the “Removal Notice Date”) prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the “Removal Date”), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.7(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Interest to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the sum of the aggregate amount of Principal Receivables and the Excess Funding Amount to be less than the Minimum Aggregate Principal Receivables, or before (d) result in the fifth Business Day immediately preceding failure to make any payment specified in the related Supplement with respect to any Series; (ii) On or prior to the Removal Date, the Sellers Transferor shall have given delivered to the Trustee for execution a written assignment in substantially the form of Exhibit F (the “Reassignment”) and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor and the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such Account; (iii) the Sellers 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 which computer file or microfiche list shall as of the Removal Date modify and complete amend and be made a part of this Agreement; (iii) The Transferor shall represent and warrant that (x) the designation and reassignment of such Receivables from Removed Accounts will not (i) adversely affect the tax characterization as debt of any Class of Investor Certificates of any outstanding Series or Class in all material respectsrespect of which an opinion was delivered at the time of issuance that such Class would be treated as debt for U.S. federal income tax purposes, (ii) cause the Trust following such designation and acceptance to be deemed to be an association (or a “publicly traded partnership” within the meaning of Section 7704(b) of the Code) taxable as a corporation and (iii) cause or constitute a taxable event in which gain or loss would be recognized by any Investor Certificateholder or the Trust, (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized in selecting the Removed Accounts to be removed from the Trust, and (z) (I) a random selection procedure was used by the Transferor in selecting the Removed Accounts and only one such removal of randomly selected accounts shall occur in the then current Monthly Period or (II) the Removed Accounts are subject to an arrangement with a third party pursuant to which such third party has the right or the option to purchase the Removed Accounts and which right or option has arisen in response to a third-party action or decision not to act and not the unilateral action of the Transferor and such right or option has been exercised by the third party; (iv) As of the Rating Agency Condition shall have been satisfied with respect to Removal Notice Date, either (a) the Receivables are not more than 15% delinquent by estimated principal amount and the weighted averaged delinquency of such removalReceivables is not more than 60 days, or (b) the Receivables are not more than 7% delinquent by estimated principal amount and the weighted average delinquency of such Receivables does not exceed 90 days; (v) On or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received written confirmation from each Rating Agency that such removal will not result in satisfy the occurrence of an Amortization Event and each of the Sellers Rating Agency Condition; and (vi) The Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officeran Officer’s Certificate confirming the items set forth in clauses (i) through (v) above. The Trustee may conclusively rely on such Officer’s Certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) Subject to the conditions set forth below, each Transferor may, but shall not be obligated to, designate Receivables for removal from the Trust (the “Removed Accounts”). On any day of any Due Period or before the Sellers fifth Business Day (the “Removal Notice Date”) prior to the date on which the Receivables from the designated Removed Accounts will be reassigned to the applicable Transferor (the “Removal Date”), the Issuing Entity shall have give the right Owner Trustee, the Indenture Trustee, the Servicer, the applicable Collateral Agent and each Note Rating Agency written notice that the Receivables from such Removed Accounts are to be reassigned to the applicable Transferor. (b) The applicable Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on or before all of the fifth Business Day immediately preceding requirements for the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of Accounts under the Removed Accounts (the “Removal Date”)applicable Asset Pool Supplement have been satisfied; (ii) on or prior to the date Servicer shall represent and warrant that is ten Business Days after (x) a random selection procedure was used by the Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of Servicer in selecting the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) only one such removal of randomly selected Accounts shall occur in the then current Monthly Period, (y) the Removed Accounts would arose pursuant to an affinity, private-label, agent-bank, co-branding or other arrangement with a third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the third party to repurchase the Removed Accounts subject to such arrangement, upon such cancellation or non-renewal and the third party has exercised such repurchase right or (z) the Removed Accounts were selected using another method that will not have precluded preclude transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles or prevent the applicable Transferor from continuing to qualify as a qualifying special purpose entity in accordance with FASB Statement SFAS No. 140140 (or any relevant replacement statement); (iii) the removal of any Receivable of any Removed Accounts on any Removal Date shall not, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each the reasonable belief of the Sellers applicable Transferor, cause, with respect to the Asset Pool in which such Receivables had been designated for inclusion, an Adverse Effect or the Transferor Amount for such Asset Pool to be less than the Required Transferor Amount for that Asset Pool or the Pool Balance for that Asset Pool to be less than the Minimum Pool Balance for such Monthly Period in which such removal occurs; (iv) on or prior to the Removal Date, the applicable Transferor shall have delivered to the Trustee a certificate of a Vice President or more senior officerOwner Trustee, dated the Removal Date, to that effect. Upon satisfaction of all on behalf of the above conditionsIssuing Entity, the Trustee shall execute and deliver to the Sellers for execution, a written reassignment assignment in substantially the form of Exhibit C B (the “Reassignment”) and, within five Business Days thereafter, or as otherwise agreed upon between the applicable Transferor and shallthe Owner Trustee, without further actionon behalf of the Issuing Entity, be deemed to sell, transfer, assign, set over and otherwise convey the applicable Transferor shall have delivered to the Sellers or their designeeOwner Trustee, effective as on behalf of the Removal DateIssuing Entity, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of all Removed Accounts identified by account number and the removed Inactive Accounts specifying for aggregate amount of Receivables outstanding in each such removed Inactive Account, Removed Account as of the Inactive Account Removal Date, its account number. and stating from which Asset Pool such Accounts designated by are to be removed, which computer file shall as of the Sellers Removal Date modify and amend and be made a part of this Agreement; (v) on or before the tenth Business Day prior to the Removal Date, each Note Rating Agency shall have received notice from the Servicer of such proposed removal of the Receivables of such Accounts and, if such removal is pursuant to Section 2.10(asubclause (ii)(z) or 2.10(babove, the Note Rating Agency Condition shall have been satisfied; and (vi) are referred to herein as “Removed Accounts.” In addition (A) the Issuing Entity shall have delivered to the foregoingOwner Trustee an Officer’s Certificate confirming the items set forth in clause (i), (B) the Servicer shall have delivered to the Owner Trustee, on behalf of the date when any Receivable Issuing Entity, an Officer’s Certificate confirming the items set forth in an Account becomes a Defaulted Receivable clause (ii) above and (C) the Trust applicable Transferor shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey have delivered to the applicable SellerOwner Trustee, without recourse, representation or warranty, all right, title and interest on behalf of the Trust Issuing Entity, an Officer’s Certificate confirming the items set forth in clauses (iii) through (v) above. The Owner Trustee, the Indenture Trustee and the applicable Collateral Agent may each conclusively rely on each such Officer’s Certificate, shall have no duty to make inquiries with regard to the Defaulted matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Owner Trustee, on behalf of the Issuing Entity, shall execute and deliver the Reassignment to such Transferor, and the Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries from the Removed Accounts shall no longer constitute a part of such Account shall be applied as provided hereinthe Collateral.

Removal of Accounts. (a) On any day Subject to the conditions set forth below, on each Determination Date on which the Transferor Amount as a percentage of Trust Principal Component exceeds 20% at the end of the related Due Period, RFC may, but shall not be obligated to, designate, from time to time, Accounts for deletion and removal from the Accounts and reconveyance to the Seller; provided, however, that RFC shall not make more than one such designation in any Due Period Period. On or before the Sellers tenth Business Day (the "Removal Notice Date") prior to the date on which (i) the designated Removed Accounts will be reassigned by the Trustee to RFC, and (ii) RFC shall have reconvey the right designated Removed Accounts to the Seller, (the "Removal Date"), RFC shall give the Trustee, the Seller and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned by the Trustee to RFC, and shall be reconveyed by RFC to the Seller. (b) RFC shall be permitted to designate and require the reassignment to them or their designee it of all the Trust’s rightReceivables from Removed Accounts, title and interest in, to and under the reconveyance of Receivables then existing and thereafter created, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect Removed Accounts to the Accounts designated by the SellersSeller, only upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding prior to the Removal Date, the Sellers RFC shall have given executed a written instrument of reassignment in substantially the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice form of such removal and specifying the date for removal of the Removed Accounts Exhibit D (the “Removal Date”); (ii"Reassignment") on or prior and RFC shall deliver to the date that is ten Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee Seller a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each identified by account number and by the aggregate balance of the Receivables in such Account, Removed Accounts as of the date notice Removal Notice Date, which computer file or microfiche list shall as of the Removal Date is given, its account number, modify and amend and be made a part of this Agreement; (ii) RFC shall represent and warrant that no selection procedures believed by RFC to be materially adverse to the aggregate amount interests of any outstanding Series of Investor Certificateholders or any Enhancement Provider were utilized in such Account selecting the Removed Accounts to be removed from the Trust and reconveyed to the aggregate amount of Principal Receivables outstanding in such AccountSeller; (iii) The removal of any Receivables of any Removed Accounts and the Sellers reconveyance thereof to the Seller on any Removal Date shall have represented not, (a) in the reasonable belief of RFC, cause an Early Amortization Event to occur or an event which with notice or lapse of time or both would constitute an Early Amortization Event and warranted (b) cause the Transferor Amount as a percentage of the Removal Date that Trust Principal Component to be less than the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Minimum Transferor Percentage on such Removal Date, is true and complete in all material respects; (iv) The Rating Agencies shall have received ten Business Days' notice of such proposed removal of Accounts and RFC shall have received written confirmation from the Rating Agency Condition shall have been satisfied with respect to Agencies that such removal;removal would not result in a downgrading or withdrawal of the then current rating of any outstanding Series of the Investor Certificates; and (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers RFC shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officeran Officer's Certificate confirming the items set forth in (i) through (iv) above. The Seller may conclusively rely on such Officer's Certificates, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all the above conditions and the delivery by the Trustee of the above conditionsReassignment required by the Pooling and Servicing Agreement, the Trustee RFC shall execute and deliver the Reassignment to the Sellers a written reassignment in substantially Seller, and the form of Exhibit C (Receivables from the “Reassignment”) and shall, without further action, Removed Accounts shall be deemed to sell, transfer, assign, set over and otherwise convey reconveyed to the Sellers or their designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust in and Seller pursuant to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofprovisions of this Section 13. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On and after the Certificate Trust Termination Date, the Transferor may, but shall not be obligated to, designate from time to time Accounts for deletion and removal ("Removed Accounts") from the Accounts; provided, however, that the Transferor shall not make more than one such designation in any day of any Due Period Collection Period; and, provided further, that the Sellers Transferor shall have select the right Removed Accounts on a random basis. On or before the fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Issuer to the Transferor (the "Removal Date"), the Transferor shall give the Indenture Trustee, the Servicer and each Rating Agency written notice that the Receivables in such Removed Accounts are to be reassigned to the Transferor. (b) On and after the Certificate Trust Termination Date, the Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on On or before the fifth Business Day immediately preceding prior to the Removal Date, the Sellers Transferor shall have given delivered to the Trustee, Owner Trustee for execution a written instrument of reassignment substantially in the Servicer, each Rating Agency form of Exhibit B-1 (the "Reassignment") and each Series Enhancer notice a computer file or microfiche list containing a true and complete list of such removal all Removed Accounts identified by account number and specifying by the date for removal aggregate balance of the Receivables in such Removed Accounts (as of the “Removal Notice Date”), which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (ii) on or prior The Transferor shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the date that is ten Business Days after interests of any outstanding Series of Notes or any Enhancement Provider were used in selecting the Removed Accounts to be removed from the Issuer; (iii) The removal of any Receivables in any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (A) cause an Early Amortization Event, or an event which, with notice or lapse of time or both, would constitute an Early Amortization Event, to occur; provided, however, for the purpose of this subsection 2.7(b)(iii), the Receivables of each Removed Account shall be deemed to have been removed as of the Removal Date, (B) cause the Sellers Transferor Interest Percentage to be less than the Minimum Transferor Interest Percentage on such Removal Date, (C) cause the Aggregate Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (D) result in the failure to make any payments specified in the related Indenture Supplement with respect to any Series; (iv) The Rating Agencies shall have amended Schedule 1 by delivering received five Business Days' notice from the Transferor of such proposed removal of Accounts (including notice as to the number of Accounts to be removed) and the Rating Agency Condition shall have been satisfied; and (v) The Transferor shall deliver to the Indenture Trustee (with a copy to the Rating Agencies) an Officer's Certificate confirming the items set forth in paragraphs (i) through (iv) above (and the Indenture Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying). (c) Upon satisfaction of the above conditions, the Owner Trustee shall execute and deliver the Reassignment to the Transferor, and the Receivables in the Removed Accounts shall no longer constitute a part of the Issuer. (d) On and after the Certificate Trust Termination Date, the Transferor may, but shall not be obligated to, designate from time to time Zero Balance Accounts for deletion and removal from the Accounts; provided, however, that, prior to such designation and removal, the Transferor shall have delivered to each Rating Agency and the Indenture Trustee an Officer's Certificate to the effect that the removal of the Receivables in the Zero Balance Accounts shall not, in the reasonable belief of the Transferor, cause an Early Amortization Event to occur. The Indenture Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. On or before the date on which the designated Zero Balance Accounts are removed, the Transferor shall deliver to the Indenture Trustee a computer file or microfiche list containing a true and complete list of the Removed such Zero Balance Accounts specifying for each such Accountidentified by account number, which computer file or microfiche list shall as of the removal date notice modify and amend and be made a part of this Agreement. On the Removal Date is given, its account numberdate on which the designated Zero Balance Accounts are removed, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers a written reassignment in substantially the form of Exhibit C (the “Reassignment”) and Issuer shall, without further action, be deemed to sell, transfer, assign, set set-over and otherwise convey to the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable SellerTransferor, without recourse, representation or warranty, all right, title and interest of the Trust Issuer in and to the Defaulted Receivables arising in such AccountZero Balance Accounts, all monies due and or to become due and all amounts received thereafter with respect thereto and all proceeds thereof. The Owner Trustee shall execute such documents and instruments of transfer or assignment as are prepared by the Transferor and take such other actions as shall be reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section 2.7(c). (e) On and after the Certificate Trust Termination Date, the Transferor may, but shall not be obligated to, designate from time to time Defaulted Accounts for deletion and removal from the Accounts; provided, however, that Recoveries each such designation must be approved in writing by each Rating Agency or be made in accordance with the procedure attached as Exhibit H-1. On or before the date on which the designated Defaulted Accounts are removed, the Transferor shall deliver to the Indenture Trustee a computer file or microfiche list containing a true and complete list of such Account Defaulted Accounts identified by account number, which computer file or microfiche list shall as of the removal date modify and amend and be made a part of this Agreement. On the date on which the designated Defaulted Accounts are removed, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all right, title and interest of the Issuer in and to the Receivables (including, without limitation, all Finance Charge Receivables) in such Defaulted Accounts, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof; provided, however, that all Recoveries with respect to such Receivables shall be applied as provided herein. The Owner Trustee shall execute such documents and instruments of transfer or assignment as are prepared by the Transferor and take such other actions as shall be reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section 2.7(d).

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.7(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Interest to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the sum of the aggregate amount of Principal Receivables and the Excess Funding Amount to be less than the Minimum Aggregate Principal Receivables, or before (d) result in the fifth Business Day immediately preceding failure to make any payment specified in the related Supplement with respect to any Series; (ii) On or prior to the Removal Date, the Sellers Transferor shall have given delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the "Reassignment") and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor and the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such Account; (iii) the Sellers 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 which computer file or microfiche list shall as of the Removal Date modify and complete amend and be made a part of this Agreement; (iii) The Transferor shall represent and warrant that (x) the designation and reassignment of such Receivables from Removed Accounts will not (i) adversely affect the tax characterization as debt of any Class of Investor Certificates of any outstanding Series or Class in all material respectsrespect of which an opinion was delivered at the time of issuance that such Class would be treated as debt for U.S. federal income tax purposes, (ii) cause the Trust following such designation and acceptance to be deemed to be an association (or a "publicly traded partnership" within the meaning of Section 7704(b) of the Code) taxable as a corporation and (iii) cause or constitute a taxable event in which gain or loss would be recognized by any Investor Certificateholder or the Trust and (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized in selecting the Removed Accounts to be removed from the Trust, and (z) (I) a random selection procedure was used by the Transferor in selecting the Removed Accounts and only one such removal of randomly selected accounts shall occur in the then current Monthly Period or (II) the Removed Accounts are subject to an arrangement with a third party pursuant to which such third party has the right or the option to, purchase the Removed Accounts and which right or option has arisen in response to a third-party action or decision not to act and not the unilateral action of the Transferor and such right or option has been exercised by the third party; (iv) As of the Rating Agency Condition shall have been satisfied with respect to Removal Notice Date, either (a) the Receivables are not more than 15% delinquent by estimated principal amount and the weighted averaged delinquency of such removalReceivables is not more than 60 days, or (b) the Receivables are not more than 7% delinquent by estimated principal amount and the weighted average delinquency of such Receivables does not exceed 90 days; (v) On or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received written confirmation from each Rating Agency that such removal will not result in satisfy the occurrence of an Amortization Event and each of the Sellers Rating Agency Condition; and (vi) The Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officeran Officer's Certificate confirming the items set forth in clauses (i) through (v) above. The Trustee may conclusively rely on such Officer's Certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part of the Removal Date, without recourse, representation or warranty, all the right, title and interest Trust. SECTION 3. Amendment to Section 4.3(d). Section 4.3(d) of the Trust in and to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers Pooling and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account Agreement shall be applied amended to read in its entirety as provided herein.follows:

Removal of Accounts. (a) On any day of any Due Monthly Period the Sellers Depositor shall have the right to require the reassignment to them it or their 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 moneys due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts owned and designated by the SellersDepositor (the "Removed Accounts"), upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), the Sellers Depositor shall have given the Trustee, the Servicer, each Rating Agency and each any Series Enhancer entitled thereto pursuant to the relevant Supplement written notice of such removal and specifying the date for removal of the Removed Accounts (the “"Removal Date”"); (ii) on or prior to the date that is ten 10 Business Days after the Removal Date, the Sellers Depositor shall 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 givenNotice Date, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers Depositor 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 respectsrespects and further, that no selection procedure was utilized by the Depositor that would result in a selection of Removed Accounts that would be materially adverse to the Certificate holders of any Series as of the Removal Date; (iv) the Depositor shall have received written notice form each Rating Agency Condition that such removal will not have a Ratings Effect and shall have been satisfied with respect delivered copies of each such written notice to such removalthe Servicer and the Trustee; (v) such removal will not result as of the Removal Notice Date, either (A) the Receivables in the occurrence Accounts are not more than 15% delinquent by estimated principal amount and the weighted average delinquency of an Amortization Event such Receivables is not more than 60 days or (B) the Receivables in the Accounts are not more than 7% delinquent by estimated principal amount and each the weighted average delinquency of such Receivables does not exceed 90 days; (vi) the Sellers Depositor shall have delivered to the Trustee and each any Series Enhancer a certificate entitled thereto pursuant to the relevant Supplement an Officer's Certificate of a Vice President or more senior officerthe Depositor, dated the Removal Date, to the effect that such Seller the Depositor reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected not, based on the facts known to have an Adverse Effect such officer at the time of such certification, then cause a Pay Out Event or any time in event that, after the future; (vi) giving of notice or the Sellers shall have delivered lapse of time, would constitute a Pay Out Event to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, occur with respect to such removalany Series; and (vii) such removal the aggregate amount of Principal Receivables to be removed shall not equal or exceed 5% of the Removed Accounts would not aggregate amount of Principal Receivables in the Trust. (a) Notwithstanding Section 2.09(a) of this Agreement, on any day of any Monthly Period the Depositor shall have precluded transfers 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 moneys due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers Accounts owned and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each designated by the Depositor without the satisfaction of the Sellers conditions set forth in Section 2.09(a); PROVIDED, that, (i) on or before the Removal Notice Date, the Depositor shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated given each Rating Agency written notice specifying the Removal Date, (ii) the balance of all receivables included in such Accounts is reflected on the books and records of the Depositor as "zero" and (iii) for the twelve Monthly Periods preceding such designation, there have been no charges with respect to that effectsuch Accounts. For purposes of this Agreement, accounts designated by the Depositor in accordance with this Section 2.09(b) shall constitute Removed Accounts. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers Depositor 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 the Sellers Depositor or their 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, all monies due and to become due and all amounts received with respect thereto Accounts and all proceeds thereof. (b) On any day of any Due Period. In addition, the Sellers Trustee shall have the right to designate Inactive Accounts and to remove execute such Inactive Accounts from Schedule 1 hereto and from its other documents and records, including appropriate computer files, upon satisfaction instruments of transfer or assignment and take such other actions as shall reasonably be requested by the following conditions: (i) on or before Depositor to effect the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers conveyance of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accountsthis Section.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On any day of any Due Period the Sellers shall have the right to require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect Subject to the conditions set forth below, after the FCMT Termination Date, Seller may designate from time to time Accounts no longer to be designated by for inclusion in the SellersIssuer (the "Removed Accounts"); provided, upon satisfaction of all the following conditions: (i) on however, that ---------------- -------- ------- Seller shall not make more than one such designation in any Monthly Period. On or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “"Removal Notice Date”); (ii") on or prior to the date that is ten Business Days after ------------------- on which Removed Accounts shall be designated (the "Removal Date"), Seller shall ------------ give the Owner Trustee, the Sellers shall have amended Schedule 1 by delivering to Servicer and each Enhancement Provider written notice that the Trustee a computer file or microfiche list containing a true and complete list of the Receivables from such Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant are 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 be retransferred to such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofSeller. (b) On any day of any Due Period, the Sellers Seller shall have the right be permitted to designate Inactive and require retransfer to it of the Receivables from Removed Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, only upon satisfaction of the following conditions: (i) on or before If the fifth Business Day immediately preceding Accounts to be removed have outstanding Receivables, Seller shall satisfy the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission Condition with receipt confirmed) of respect thereto by such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and; (ii) on or prior to the date that is ten Business Days after the Inactive Account each Removal Date, the Sellers Owner Trustee shall have amended Schedule 1 deliver to Seller a written Reassignment Agreement in substantially the form of Exhibit B (the --------- "Reassignment Agreement") prepared by delivering Seller, and Seller shall deliver to ---------------------- the Owner Trustee a computer file file, microfiche or microfiche written list containing a true and complete list of the removed Inactive schedule identifying all Removed Accounts specifying for each such removed Inactive Removed Account, as of the Inactive Account Removal Notice Date, its account numbernumber and the Receivable balance thereof. Accounts designated by Such computer file, microfiche or written list shall be as of the Sellers pursuant to Section 2.10(adate of such Reassignment Agreement incorporated into and made a part of this Agreement; (iii) or 2.10(bSeller shall represent and warrant as of each Removal Date that (A) are referred to herein as “the list of Removed Accounts.” In addition , as of the Removal Notice Date, complies in all material respects with the requirements of (ii) above; (B) Accounts (or administratively convenient groups of Accounts, such as billing cycles) were chosen for removal randomly or otherwise not on a basis intended to select particular accounts or groups of accounts for any reason other than administrative convenience, and no selection procedure used by Seller which is adverse to the foregoinginterests of the Noteholders was utilized in selecting the Removed Accounts; and (C) as of the Removal Notice Date and as of the Removal Date, Seller is not insolvent and such removal was not made in contemplation of the Seller's insolvency; (iv) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the date when reasonable belief of Seller, cause a Pay Out Event to occur, or an event which with notice or lapse of time or both would constitute a Pay Out Event; (v) The Aggregate Principal Balance shall not be less than the Minimum Aggregate Principal Balance after giving effect to such removal; (vi) Seller shall have delivered to the Owner Trustee and to each Enhancement Provider a certificate of an officer of Seller confirming the items set forth in (i) through (v) above. The Owner Trustee may conclusively rely on such certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and (vii) such other conditions and restrictions as may at any Receivable time be specified in an Account becomes a Defaulted Receivable Officer's Certificate of the Trust Seller delivered to the Owner Trustee shall automatically have been satisfied, it being understood that (i) no such additional conditions or restrictions may conflict with or override any of the conditions and without further action or consideration restrictions specified above, and (ii) upon delivery of such an Officer's Certificate to the Owner Trustee, the additional conditions and restrictions specified therein shall be deemed to transferbe incorporated by reference into and become a part of this Agreement. Upon satisfaction of the above conditions, assign, set over the Owner Trustee shall execute and otherwise convey deliver the Reassignment Agreement to the applicable Seller, without recourse, representation or warranty, all right, title and interest the Receivables from the Removed Accounts shall no longer constitute a part of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinIssuer.

Removal of Accounts. (a) On any day of any Due Period the Sellers shall have the right to require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts designated by for deletion and removal (“Removed Accounts”) from the Sellers, upon satisfaction of all the following conditions: (i) on Issuer. On or before the fifth Business Day immediately preceding (the “Removal Notice Date”) prior to the date on which the Receivables in the designated Removed Accounts will be reassigned by the Issuer to the Transferor, the Sellers Transferor shall have given give the TrusteeIssuer, the Servicer, each Rating Agency and each Series Enhancer the Indenture Trustee written notice of that the Receivables from such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior are to be reassigned to the date that is ten Business Days after the Removal Date, the Sellers shall 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTransferor. (b) On any day of any Due Period, the Sellers The Transferor shall have the right be permitted to designate Inactive and require reassignment to it of the Receivables from Removed Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, only upon satisfaction of the following conditions: (i) the removal of any Receivables of any Removed Accounts on or before the fifth Business Day immediately preceding the Inactive Account any Removal Date shall not, in the reasonable belief of the Transferor, (as defined belowa) cause an Early Redemption Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Sellers Receivables of each Removed Account shall be considered to have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal been removed as of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (Bb) certifying that cause the Sellers reasonably believe that Transferor Interest as a percentage of the aggregate amount of Principal Receivables to be less than the Minimum Transferor Interest on such removal will not Removal Date, (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (d) result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables failure to make any payment specified in the Trust from being accounted for as sales under generally accepted accounting principles in accordance related Indenture Supplement with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; andrespect to any Series; (ii) on or prior to the date that is ten Removal Date, the Transferor shall have delivered to the Issuer for execution a written assignment in substantially the form of Exhibit D (the “Reassignment”) and, within five Business Days (or as otherwise agreed upon between the Transferor and the Issuer) after the Inactive Removal Date, the Transferor shall have delivered to the Issuer, the Servicer and the Indenture Trustee, the updated Account Schedule, which Account Schedule is true and complete as of the Removal Date and as of the Removal Date shall modify and amend and be made a part of this Agreement; (iii) the Transferor shall represent and warrant that it has not used any selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders in selecting the related Removed Accounts; (iv) on or before the tenth Business Day prior to the Removal Date, each Note Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor and the Issuer shall have satisfied the Rating Agency Condition prior to the Removal Date with respect to such proposed removal; and (v) the Transferor shall have delivered to the Issuer an Officer’s Certificate confirming the items set forth in clauses (i) through (iv) above. The Issuer may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Issuer and the Indenture Trustee shall execute and deliver the Reassignment to the Transferor, and the Receivables from the Removed Accounts shall no longer be property of the Issuer. (c) Notwithstanding anything else in this Section 2.07 to the contrary, the Transferor may, but shall not be obligated to, designate at any time any Zero Balance Account, any future receivables of which will no longer be property of the Issuer, and direct WFBNA to remove the designation “901”, “902”, “903”, “904” or “905”, as applicable, from the Pool Portfolio Number File for such Accounts; provided, that in connection with such designation and removal, the Transferor shall have delivered (i) to each Note Rating Agency, prior to the date of such designation and removal (a “Zero Balance Account Removal Date”), an Officer’s Certificate of the Transferor to the effect that to the best knowledge of the Transferor such designation and removal shall not cause an Early Redemption Event to occur and (ii) to the Servicer, the Indenture Trustee and the Issuer, within five Business Days (or as otherwise agreed upon between the Transferor and the Issuer) after the related Zero Balance Account Removal Date, the Sellers shall have amended updated Account Schedule, which Account Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a is true and complete list as of the removed Inactive Accounts specifying for each such removed Inactive AccountZero Balance Account Removal Date. The Issuer, shall acknowledge receipt of such Account Schedule in writing, which as of the Inactive related Zero Balance Account Removal Date shall modify and amend and be made a part of this Agreement, and which shall reconvey to the Transferor, without recourse on and after the related Zero Balance Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust Issuer in to and to under (i) the Defaulted Receivables arising thereafter created in such Accountthe related Zero Balance Accounts, (ii) all monies due and or to become due with respect thereto (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables thereafter created and (iv) all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinany of the foregoing property.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal (“Removed Accounts”) from the Trust; provided, however, that the Transferor shall not make more than one such designation in any Monthly Period. On any day or before the fifth Business Day (the “Removal Notice Date”) prior to the date on which the Receivables in the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the “Removal Date”), the Transferor shall give the Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction of the following conditions: (i) the removal of any Due Period Receivables of any Removed Accounts on any Removal Date shall not, in the Sellers reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Interest as a percentage of the aggregate amount of Principal Receivables to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (d) result in the failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the Removal Date, the Transferor shall have delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the “Reassignment”) and, within five Business Days (or as otherwise agreed upon between the Transferor and the Trustee) thereafter, the Transferor shall have delivered to the Trustee the updated Account Schedule, which Account Schedule is true and complete as of the Removal Date and which as of the Removal Date shall modify and amend and be made a part of this Agreement; (iii) the Transferor shall represent and warrant that it has not used any selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders in selecting the related Removed Accounts; (iv) [Reserved] (v) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor Certificates; (vi) on any Removal Notice Date, the amount of the Principal Receivables of the Removed Accounts to be reassigned to the Transferor on the related Removal Date shall not equal or exceed 5% of the aggregate amount of the Principal Receivables on such Removal Date; provided, that if any Series has been paid in full, the Principal Receivables in such Removed Accounts shall not equal or exceed the sum of (A) 5% of the aggregate amount of the Principal Receivables, after giving effect to the removal of accounts pursuant to clause (B) below, on such Removal Date plus (B) the Initial Investor Interest of such Series that has been paid in full; and (vii) the Transferor shall have delivered to the Trustee an Officer’s Certificate confirming the items set forth in clauses (i) through (vi) above. The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Trustee shall execute and deliver the Reassignment to the Transferor, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust. (c) The Transferor may, but shall not be obligated to, designate at any time Zero Balance Accounts, any future receivables of which will no longer be part of the Trust, and direct the Account Owner to remove the designation 1994-MT from the Pool Index File for such Accounts; provided, that in connection with such designation and removal, the Transferor shall have delivered (i) to Xxxxx’x and Fitch, prior to the date such designation and removal (a “Zero Balance Account Removal Date”), an Officer’s Certificate of the Transferor to the effect that to the best knowledge of the Transferor such designation and removal shall not cause a Pay Out Event to occur and (ii) to the Trustee, within five Business Days (or as otherwise agreed upon between the Transferor and the Trustee) after the related Zero Balance Account Removal Date, the updated Account Schedule, which Account Schedule is true and complete as of such Zero Balance Account Removal Date. The Trustee shall acknowledge receipt of such Account Schedule in writing, which as of the related Zero Balance Account Removal Date shall modify and amend and be made a part of this Agreement, and which shall reconvey to Funding, without recourse on and after the related Zero Balance Account Removal Date, all right, title and interest of the Trustee in and to the Receivables thereafter created in the related Zero Balance Accounts, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all proceeds (as defined in the Delaware UCC) of such Receivables, Insurance Proceeds relating to such Receivables and the proceeds thereof. (d) In addition to the terms and conditions contained in subsections 2.07(a) and 2.07(b), the Transferor’s right to require the reassignment to them it or their its designee of all the Trust’s right, title and interest in, to and under the Receivables then existing and thereafter createdin Removed Accounts, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect shall be subject to the Accounts designated by the Sellers, upon satisfaction of all the following conditionsrestrictions: (i) on or before the fifth Business Day immediately preceding the Removal DateExcept for Removed Accounts described in subsections 2.07(c) and 2.07(d)(ii), the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Accounts to be designated as Removed Accounts (shall be selected at random by the “Removal Date”);Transferor. (ii) on or prior The Transferor may designate Removed Accounts as provided in and subject to the date that is ten Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering terms and conditions contained in this Section 2.07 without being subject to the Trustee a computer file or microfiche list containing a true and complete list of restrictions set forth in subsection 2.07(d)(i) if the Removed Accounts specifying for each are designated in response to action taken by a third party in connection with an affinity or private-label arrangement, such Accountaction to include that third party’s decision to cancel the arrangement or failure to renew the arrangement following expiration, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal unilateral action of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTransferor. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust; provided, however, that the Transferor shall not make more than one such designation in any one Monthly Period. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) the removal of any Receivables of any Removed Accounts on or before any Removal Date shall not, in the fifth Business Day immediately preceding reasonable belief of the Transferor, (A) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (B) cause the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal Transferor Interest as a percentage of the Removed Accounts (aggregate amount of Principal Receivables to be less than the “Minimum Transferor Interest on such Removal Date”), or (C) result in the failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the "Reassignment") and, within five Business Days thereafter, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such AccountRemoved Accounts as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Sellers Transferor shall have represented represent and warranted warrant as of the each Removal Date that the list (x)(i) Accounts (or administratively convenient groups of Removed Accounts delivered pursuant Accounts, such as billing cycles) were chosen for removal randomly or otherwise not on a basis intended to paragraph select particular accounts or groups of accounts for any reason other than administrative convenience and (ii) above, as no selection procedure was used by the Transferor which is materially adverse to the interests of the Removal DateInvestor Certificateholders or (y) Accounts were identified for removal because of a third-party cancellation, is true and complete in all material respectsor expiration without renewal, of an affinity, private-label, agent bank or similar arrangement; (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency Condition shall have been satisfied with respect received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received notice prior to the Removal Date from such removalRating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor Certificates; (v) such removal will not result in on any Removal Notice Date, the occurrence of an Amortization Event and each amount of the Sellers Principal Receivables of the Removed Accounts to be reassigned to the Transferor on the related Removal Date shall not equal or exceed 5% of the aggregate amount of the Principal Receivables on such Removal Date, provided that if any Series has been paid in full, the Principal Receivables in such Removed Accounts may equal the Initial Investor Interest of such Series; and (vi) the Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officeran Officer's Certificate confirming the items set forth in clauses (i) through (v) above. The Trustee may conclusively rely on such Officer's Certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On each Determination Date that the Transferor Interest for the related Monthly Period exceeds 5% of the Aggregate Principal Receivables in the Trust with respect to such Determination Date, the Trustee shall be deemed to have offered to the Transferor automatically and without any day notice to or action by or on behalf of any Due Period the Sellers shall have Trustee, as of such Determination Date, the right to require remove from the reassignment to them or their designee Trust all of all the Trust’s 's right, title and interest in, to and under the Receivables then existing and thereafter created, all monies then due or to become due and all amounts thereafter received with respect thereto and all proceeds thereof in or with respect to those Accounts designated by the Transferor (the "REMOVED ACCOUNTS") in an aggregate amount not greater than (i) at any time the excess of the Transferor Interest over the Minimum Transferor Interest, (ii) at any time the excess of the Retained Interest over the Minimum Retained Interest and (iii) if any Amortization Period has commenced and is continuing with respect to any Series, the lesser of (x) the excess of the Transferor Interest over the Minimum Transferor Interest and (y) the excess of Aggregate Principal Receivables over the Minimum Aggregate Principal Receivables. To accept such offer, the Transferor is required to furnish to the Trustee and each Rating Agency written notice by the fifth Business Day after the Determination Date specifying the approximate aggregate amount of Principal Receivables covered by the offer that the Transferor intends to accept. There shall be no more than one such removal with respect to any Monthly Period. (b) In addition to the satisfaction of the conditions set forth in subsection 2.7(a), the Transferor shall be permitted to accept reassignment to it of the Receivables from Removed Accounts only upon satisfaction of the following conditions: (i) On each date specified by the Transferor for removal of the Removed Accounts (a "REMOVAL DATE"), the Transferor shall prepare and the Trustee shall execute and deliver to the Transferor a written reassignment in substantially the form of Exhibit H (the "REASSIGNMENT") and the Transferor shall deliver to the Trustee or the bailee of the Trustee a computer file or microfiche list containing a true and complete schedule identifying all Accounts the Receivables of which remain in the Trust specifying for each such Account, as of the Removal Notice Date, its account number and the Outstanding Balance of such Account. Such computer file or microfiche list shall be incorporated into and made part of this Agreement as of the date of such Reassignment. (ii) The Transferor shall represent and warrant as of each Removal Notice Date that (a) the list of the Accounts not removed from the Trust, as of the Removal Notice Date, complies in all material respects with the requirements of paragraph (i) above and (b) no selection procedure used by the Transferor which is materially adverse to the interests of the Investor Certificateholders was utilized in selecting the Removed Accounts. (iii) The Transferor shall represent and warrant that the removal of any Receivables in any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, cause, immediately or with the passage of time, a Pay Out Event to occur. (iv) The Transferor shall have delivered at least 20 days' (or such lesser number as any Rating Agency may agree) prior written notice (which may be given prior to the Removal Date in expectation that the Trustee will make the offer described in subsection 2.7(a)) of such removal to each Rating Agency which has rated any outstanding Series and the Trustee shall have received written confirmation from each such Rating Agency that such Rating Agency will not reduce or withdraw its rating on any outstanding Series as a result of such removal. (v) The Transferor shall have delivered to the Trustee an Officer's Certificate confirming the Transferor's compliance with the items set forth in paragraphs (i) through (iv) above. The Trustee may conclusively rely on such certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. (c) Upon satisfaction of the conditions set forth in subsections 2.7(a) and (b), the Trustee shall execute and deliver the Reassignment to the Transferor, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust. (d) Notwithstanding any other provisions of this Section 2.7 (but subject to having no more than one removal in any Monthly Period and maintaining the Minimum Transferor Interest), the Transferor will be permitted to designate Removed Accounts and to remove from the Trust all of the Trust's right, title and interest in, to and under the Receivables then existing in such Removed Accounts together with all monies then due or to become due and all amounts then received with respect thereto and all proceeds thereof or with respect to such Removed Accounts in connection with the sale by SRI or any Affiliate of SRI of all or substantially all of the capital stock or assets of any Originator or any former Originator if the conditions in clauses (i), (iii) and (iv) of subsection 2.7(b) have been satisfied and the Transferor shall have delivered to the Trustee an Officer's Certificate confirming compliance with such conditions; PROVIDED, HOWEVER, that the Transferor will have the option under such circumstances, if it provides the Trustee with an Opinion of Counsel to the effect that the Trust will continue to have a first priority perfected security interest in all Receivables remaining in the Trust subsequent to such Reassignment, to leave in the Trust all of the Trust's right, title and interest in, to and under the Receivables then existing, together with all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Removed Accounts and cease, from and after the applicable Removal Date, to transfer, assign, set over or otherwise convey to the Trust the Receivables thereafter created and arising in connection with the Removed Accounts, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts designated by the Sellers, upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers shall 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, in which case the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account Reassignment shall be applied as provided hereinmodified accordingly.

Removal of Accounts. (a) On any day of any Due Period the Sellers shall have the right to require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts designated by for deletion and removal (“Removed Accounts”) from the Sellers, upon satisfaction of all the following conditions: (i) on Issuer. On or before the fifth Business Day immediately preceding (the “Removal Notice Date”) prior to the date on which the Receivables in the designated Removed Accounts will be reassigned by the Issuer to the Transferor, the Sellers Transferor shall have given give the TrusteeIssuer, the Servicer, each Rating Agency and each Series Enhancer the Indenture Trustee written notice of that the Receivables from such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior are to be reassigned to the date that is ten Business Days after the Removal Date, the Sellers shall 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTransferor. (b) On any day of any Due Period, the Sellers The Transferor shall have the right be permitted to designate Inactive and require reassignment to it of the Receivables from Removed Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, only upon satisfaction of the following conditions: (i) the removal of any Receivables of any Removed Accounts on or before the fifth Business Day immediately preceding the Inactive Account any Removal Date shall not, in the reasonable belief of the Transferor, (as defined belowa) cause an Early Redemption Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Sellers Receivables of each Removed Account shall be considered to have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal been removed as of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (Bb) certifying that cause the Sellers reasonably believe that Transferor Interest as a percentage of the aggregate amount of Principal Receivables to be less than the Minimum Transferor Interest on such removal will not Removal Date, (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (d) result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables failure to make any payment specified in the Trust from being accounted for as sales under generally accepted accounting principles in accordance related Indenture Supplement with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; andrespect to any Series; (ii) on or prior to the date that is ten Removal Date, the Transferor shall have delivered to the Issuer for execution a written assignment in substantially the form of Exhibit D (the “Reassignment”) and, within five Business Days (or as otherwise agreed upon between the Transferor and the Issuer) after the Inactive Removal Date, the Transferor shall have delivered to the Issuer, the Servicer and the Indenture Trustee, the updated Account Schedule, which Account Schedule is true and complete as of the Removal Date and as of the Removal Date shall modify and amend and be made a part of this Agreement; (iii) the Transferor shall represent and warrant that it has not used any selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders in selecting the related Removed Accounts; (iv) on or before the tenth Business Day prior to the Removal Date, each Note Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor and the Issuer shall have satisfied the Rating Agency Condition prior to the Removal Date with respect to such proposed removal; and (v) the Transferor shall have delivered to the Issuer an Officer’s Certificate confirming the items set forth in clauses (i) through (iv) above. The Issuer may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Issuer and the Indenture Trustee shall execute and deliver the Reassignment to the Transferor, and the Receivables from the Removed Accounts shall no longer be property of the Issuer. (c) Notwithstanding anything else in this Section 2.07 to the contrary, the Transferor may, but shall not be obligated to, designate at any time any Zero Balance Account, any future receivables of which will no longer be property of the Issuer, and direct WFBNA to remove the designation “901”, “902”, “903”, “904” or “905”, as applicable, from the Pool Portfolio Number File for such Accounts; provided, that in connection with such designation and removal (the date of such designation and removal, a “Zero Balance Account Removal Date”), the Transferor shall have delivered to the Servicer, the Indenture Trustee and the Issuer, within five Business Days (or as otherwise agreed upon between the Transferor and the Issuer) after the related Zero Balance Account Removal Date, the Sellers shall have amended updated Account Schedule, which Account Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a is true and complete list as of the removed Inactive Accounts specifying for each such removed Inactive AccountZero Balance Account Removal Date. The Issuer, shall acknowledge receipt of such Account Schedule in writing, which as of the Inactive related Zero Balance Account Removal Date shall modify and amend and be made a part of this Agreement, and which shall reconvey to the Transferor, without recourse on and after the related Zero Balance Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust Issuer in to and to under (i) the Defaulted Receivables arising thereafter created in such Accountthe related Zero Balance Accounts, (ii) all monies due and or to become due with respect thereto (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables thereafter created and (iv) all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinany of the foregoing property.

Removal of Accounts. (a) On any day Subject to the conditions set forth below, on each Determination Date on which the Transferor Amount as a percentage of any Due Period the Sellers Trust Principal Component exceeds 10% at the end of the related Collection Period, the Transferor may, but shall have the right not be obligated to, designate, from time to require time, Accounts for deletion and removal ("Removed Accounts") from Schedule 1 and the reassignment by the Trust to them or their designee the Transferor of all the Trust’s right, title and interest in, to and under the Receivables then existing related to such Removed Accounts; provided, however, that the Transferor shall not make more than one such designation in any Collection Period. On or before the Removal Notice Date, the Transferor shall give the Trustee and thereafter created, all monies due or the Servicer written notice that the Removed Accounts are to become due be deleted from Schedule 1 and all amounts received with respect thereto the Receivables from such Removed Accounts are to be removed from the Trust and all proceeds thereof in or with respect reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require reassignment to it of Receivables from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on On or before the fifth Business Day immediately preceding prior to the Removal Date, the Sellers Transferor shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering delivered to the Trustee for execution a written instrument of reassignment in substantially the form of Exhibit C (the "Reassignment") and a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each identified by account number and by the aggregate balance of the Receivables in such Account, Removed Accounts as of the date notice Removal Notice Date, which computer file or microfiche list shall as of the Removal Date is given, its account number, modify and amend and be made a part of this Agreement; (ii) The Transferor shall represent and warrant that no selection procedures believed by the aggregate amount Transferor to be materially adverse to the interests of the Holders of any outstanding Series of Investor Certificates were utilized in such Account and selecting the aggregate amount of Principal Receivables outstanding in such AccountRemoved Accounts to be removed from the Trust; (iii) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, (a) in the Sellers shall have represented and warranted as reasonable belief of the Removal Date that Transferor, cause an Early Amortization Event to occur or an event which with notice or lapse of time or both would constitute an Early Amortization Event and (b) cause the list of Removed Accounts delivered pursuant to paragraph (ii) above, Transferor Amount as a percentage of the Trust Principal Component to be less than the Minimum Transferor Percentage on such Removal Date, is true and complete in all material respects; (iv) The Rating Agencies shall have received prior written notice of such proposed removal of Accounts and the Transferor shall have received written notice from the Rating Agency Condition shall have been satisfied with respect to Agencies that such removalremoval would not result in a downgrading or withdrawal of the then current rating of any outstanding Series of the Investor Certificates; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers The Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, Rating Agencies an Officer's Certificate confirming the items set forth in (i) through (iv) above (on which Officer's Certificate the Trustee may conclusively rely and shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future;so relying); and (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers The Transferor shall have delivered to the Trustee and the Rating Agencies a certificate favorable opinion of a Vice President or more senior officer, dated counsel that such removal will not adversely affect the Removal Date, to that effectfirst priority security interest of the Trust in the Receivables. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute a written reassignment part of the Trust; provided that upon such Reassignment, the Transferor shall in substantially no event continue to transfer Receivables arising out of Accounts created on and after the form effective date of Exhibit C (the “Reassignment”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey such Reassignment to the Sellers or their designee, effective as of Trust without 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, all monies due and to become due and all amounts Trustee having received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) a favorable opinion of counsel to the Transferor regarding the continuing perfection and priority of the security interest in Receivables in existing Accounts and in Receivables in Accounts created on or before after the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) effective date of such removal Reassignment in form and substance satisfactory to the Trustee and (Aii) specifying the date for removal written confirmation from each of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe Rating Agencies that such removal will transfers would not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on a withdrawal or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list downgrading of the removed Inactive Accounts specifying for each such removed Inactive Account, as then current ratings of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accountsany outstanding Series of Investor Certificates.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On any day From time to time, Seller may request (which request Buyer may deny, except in the case of any Due Period the Sellers shall have the right Involuntary Removals effected pursuant to require Section 2.7(b)) the reassignment to them it or their its designee of all the TrustBuyer’s right, title and interest in, to and under the Transferred Receivables then existing and thereafter createdcreated in one or more Accounts (the “Removed Accounts”), together with the Related Security and Collections with respect thereto and Recoveries allocated to Buyer as provided herein, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof in or with respect Insurance Proceeds relating thereto. Any such reassignment shall be subject to the Accounts designated by the Sellers, upon satisfaction of all the following conditions: (i) on or before the fifth Business Day day immediately preceding the Removal Date, the Sellers Seller shall have given Buyer and the Trustee, the Servicer, each Rating Agency and each Series Enhancer Agencies written notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) except in the case of any Involuntary Removal, Buyer shall have delivered its written consent for such removal to Seller; (iii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Seller shall have amended delivered to Buyer an Account Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of listing the Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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;Accounts; and (iv) the Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result except in the occurrence case of an Amortization Event and each of the Sellers any Involuntary Removal, Seller shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officerBuyer an Officer’s Certificate, dated as of the Removal Date, to the effect that such no selection procedure believed by Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered be materially adverse to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal interest of the Buyer or any of its creditors has been used in removing Removed Accounts would not have precluded transfers from among any pool of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate Accounts of a Vice President or more senior officer, dated the Removal Date, to that effectsimilar type. Upon satisfaction of all the above conditions (and subject to Buyer’s agreement, except in the case of Involuntary Removals, and receipt by Buyer of the above conditionsreassignment price agreed upon between Buyer and Seller), the Trustee Xxxxx shall execute and deliver to the Sellers Seller or its designee 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 the Sellers Seller or their its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust Buyer in and to the Transferred Receivables arising in the Removed Accounts, the Related Security and Collections with respect thereto, together with all monies due and or to become due and all amounts received or receivables with respect thereto and Insurance Proceeds relating thereto and all proceeds thereofof the foregoing. In addition, Xxxxx shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Seller to effect the conveyance of Transferred Receivables pursuant to this Section 2.7(a). (b) On Seller shall from time to time designate as Removed Accounts any day of any Due Period, Accounts designated for purchase by a Program Partner pursuant to the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction terms of the following conditions:related Credit Card Program Agreement (each, an “Involuntary Removal”). Any repurchase of the Transferred Receivables in Removed Accounts designated pursuant to this Section 2.7(b) shall be effected at a purchase price equal to the fair value of such Transferred Receivables as of the Removal Date as agreed upon by Xxxxx and Seller prior to such sale. (ic) on or before the fifth Business Day immediately preceding the Inactive Seller may from time to time, at its option, by notice to Buyer, designate as a Removed Account Removal Date any Account (as defined below)each, the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the an “Inactive Account Removal DateAccount”)) that has had a zero balance and on which no charges have been made, (B) certifying that in each case for at least the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement Nopreceding 12 months. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on On or prior to the date that is ten Business Days after Removal Date for any Inactive Accounts, Seller shall have delivered to Buyer an Account Schedule listing the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering Accounts that are to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “become Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On From time to time, but not more frequently than once during each Monthly Period for any day Dealer, a Seller may request (which request Buyer may deny): (i) the removal of one or more Accounts from the Account Schedule, and (ii) if any Due Period such Account was not an Eligible Account at the Sellers shall have time such Account was originally added to the right to require Account Schedule, the reassignment to them such Seller or their its designee of all the Trust’s Buyer's right, title and interest in, to and under (A) the Transferred Receivables then existing and thereafter createdcreated in such Account, (B) the Collateral Security, Collections and Recoveries with respect thereto, and (C) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof in or with respect Insurance Proceeds relating thereto. Any such removal and reassignment shall be subject to the Accounts designated by the Sellers, upon satisfaction of all the following conditions: (i) on or before the fifth tenth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), the Sellers applicable Seller shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer Buyer written notice of such removal request and specifying the date for removal of the proposed Removed Accounts (the “"Removal Date”"); (ii) Buyer shall have delivered its written consent for such removal to such Seller; (iii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers such Seller shall have amended Schedule 1 by delivering delivered to Buyer a schedule listing the Trustee a computer file or microfiche list containing a true and complete list of the proposed Removed Accounts specifying for each such Account, as of and a schedule listing the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers shall have represented and warranted as of the Removal Date Accounts that the list of are not proposed to be Removed Accounts delivered pursuant (which schedules shall be attached as schedules to paragraph (ii) above, as of the Removal Date, is true and complete in all material respects;such Reassignment); and (iv) the Rating Agency Condition shall have been satisfied with respect to such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Seller shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officerBuyer an Officer's Certificate, dated as of the Removal Date, to the effect that (i) no selection procedure believed by such Seller reasonably believes to be materially adverse to the interest of Buyer or any of its creditors has been used in removing Removed Accounts; and (ii) Accounts (or administratively convenient groups of Accounts) were chosen for removal on a random basis or another basis not involving adverse selection that such removal will not have an Adverse Effect and Seller believes is not reasonably expected to have an Adverse Effect at any time in consistent with achieving derecognition of the future;Transferred Receivables under GAAP. (vii) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee Buyer shall execute and deliver to the Sellers applicable Seller or its designee a written reassignment in substantially the form of Exhibit C B (the “"Reassignment”"); (ii) the Account Schedule shall be deemed to have been amended to remove such Removed Accounts; and (iii) if such Removed Accounts were not Eligible Accounts at the time such Accounts were originally designated as Accounts, Buyer shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Seller or their its designee, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trust Buyer in and to the Transferred Receivables arising in the such Removed Accounts, the Collateral Security and Collections and Recoveries with respect thereto, and all monies due and or to become due and all amounts received or receivable with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect Insurance Proceeds relating thereto and all proceeds thereofof the foregoing). In addition, provided, that Recoveries Buyer shall execute such other documents and instruments of transfer or assignment and take such Account other actions as shall reasonably be applied as provided hereinrequested by Seller to effect the conveyance of Transferred Receivables pursuant to clause (iii) of the previous sentence.

Removal of Accounts. (a) On any day of any Due Monthly Period the Sellers Transferor shall have the right to require the reassignment to them it or their 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 moneys due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts then owned by the Credit Card Originator and designated by Transferor (the Sellers"REMOVED ACCOUNTS") or Participation Interests (unless otherwise set forth in the applicable Supplement), upon satisfaction of all the following conditions:conditions (PROVIDED that the conditions listed in CLAUSES (iv) through (viii) below need not be satisfied if the Removed Accounts relate to a repurchase pursuant to SECTION 2.9(b)): (i) on or before the fifth tenth Business Day immediately preceding the Removal Date, Date (the Sellers "REMOVAL NOTICE DATE") Transferor shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer any Enhancement Provider entitled thereto pursuant to the relevant Supplement written notice of such removal and specifying the date for removal of the Removed Accounts and Participation Interests (the “Removal Date”"REMOVAL DATE"); (ii) with respect to Removed Accounts, on or prior to the date that is ten 10 Business Days after the Removal Date, the Sellers Transferor shall have amended delivered to Trustee an Account Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of listing the Removed Accounts and specifying for each such Account, as of the date notice of the Removal Date is givenNotice Date, its account number, the aggregate amount outstanding in such Account outstanding, and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers with respect to Removed Accounts, Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officerany Enhancement Provider entitled thereto pursuant to the relevant Supplement an Officer's Certificate, dated as of the Removal Date, to the effect that such Seller Transferor reasonably believes that (i) 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 Effect Early Amortization Event to occur with respect to any Series and is not reasonably expected (ii) no selection procedure believed by Transferor to have an Adverse Effect at be materially adverse to the interests of the Investor Holders has been used in removing Removed Accounts from among any time in the futurepool of Accounts or Participation Interests of a similar type; (vi) Transferor shall not use a selection procedure intended to include a disproportionately higher level of Defaulted Receivables in the Sellers Removed Accounts than exist in the Accounts and shall have delivered not remove such Accounts for the intended purpose of mitigating losses to the TrusteeTrust; (vii) the aggregate Principal Receivables in the Removed Accounts shall not exceed the excess of the Transferor Amount over the Minimum Transferor Amount, each Rating Agency and each Series Enhancer a Tax Opinion, dated all measured as of the Removal Date, with respect to such removalend of the most recently ended Monthly Period; and (viiviii) such removal shall not cause a decrease in the sum of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted Invested Amounts for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectall outstanding Series. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers Transferor or its designee a written reassignment in substantially the form of Exhibit EXHIBIT C (the “Reassignment”"REASSIGNMENT") and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers Transferor or their 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 AccountsAccounts or the Participation Interests, all monies moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. In addition, Trustee shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Transferor to effect the conveyance of Receivables pursuant to this Section. (b) On Transferor may from time to time designate as Removed Accounts any day of any Due Period, Accounts designated for repurchase by a Merchant pursuant to the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction terms of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal related Credit Card Processing Agreement. Any repurchase of the applicable Inactive Receivables in Removed Accounts (such date, the “Inactive Account Removal Date”), (Bdesignated pursuant to this SECTION 2.9(b) certifying that the Sellers reasonably believe that such removal will not result shall be effected in the occurrence of an Amortization Event manner and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles at a price determined in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesSECTION 2.5(b), as if the Receivables being repurchased were Ineligible Receivables. Amounts deposited in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Collection Account Removal Date, the Sellers in connection therewith shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over be Collections of Principal Receivables and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinin accordance with the terms of ARTICLE IV and each Supplement.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust; provided, however, that the Transferor shall not make more than one such designation in any Monthly Period. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.7(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Interest to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the sum of the aggregate amount of Principal Receivables and the Excess Funding Amount to be less than the Minimum Aggregate Principal Receivables, or before (d) result in the fifth Business Day immediately preceding failure to make any payment specified in the related Supplement with respect to any Series. (ii) On or prior to the Removal Date, the Sellers Transferor shall have given delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the "Reassignment") and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor and the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such Account; (iii) the Sellers 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 which computer file or microfiche list shall as of the Removal Date modify and complete amend and be made a part of this Agreement. (iii) The Transferor shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized in all material respects;selecting the Removed Accounts to be removed from the Trust. (iv) As of the Rating Agency Condition shall have been satisfied with respect to Removal Notice Date, either (a) the Receivables are not more than 15% delinquent by estimated principal amount and the weighted averaged delinquency of such removal;Receivables is not more than 60 days, or (b) the Receivables are not more than 7% delinquent by estimated principal amount and the weighted average delinquency of such Receivables does not exceed 90 days. (v) On or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received written confirmation from each Rating Agency that such removal will not result in satisfy the occurrence of an Amortization Event and each of the Sellers Rating Agency Condition; and (vi) The Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officeran Officer's Certificate confirming the items set forth in clauses (i) through (v) above. The Trustee may conclusively rely on such Officer's Certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust; provided, however, that the Transferor shall not make more than one such designation in any Monthly Period. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.7(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Transferor Interest to be less than the Minimum Transferor Interest on such Removal Date, (c) cause the sum of the aggregate amount of Principal Receivables and the Excess Funding Amount to be less than the Minimum Aggregate Principal Receivables, or before (d) result in the fifth Business Day immediately preceding failure to make any payment specified in the related Supplement with respect to any Series. (ii) On or prior to the Removal Date, the Sellers Transferor shall have given delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the "Reassignment") and, within five Business Days thereafter, or as otherwise agreed upon between the Transferor and the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such Account; (iii) the Sellers 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 which computer file or microfiche list shall as of the Removal Date modify and complete amend and be made a part of this Agreement. (iii) The Transferor shall represent and warrant that (x) the designation and reassignment of such Receivables from Removed Accounts will not (i) adversely affect the tax characterization as debt of any Class of Investor Certificates of any outstanding Series or Class in all material respects;respect of which an opinion was delivered at the time of issuance that such Class would be treated as debt for U.S. federal income tax purposes, (ii) cause the Trust following such designation and acceptance to be deemed to be an association (or a "publicly traded partnership" within the meaning of Section 7704(b) of the Code) taxable as a corporation and (iii) cause or constitute a taxable event in which gain or loss would be recognized by any Investor Certificateholder or the Trust and (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Certificateholders were utilized in selecting the Removed Accounts to be removed from the Trust. (iv) As of the Rating Agency Condition shall have been satisfied with respect to Removal Notice Date, either (a) the Receivables are not more than 15% delinquent by estimated principal amount and the weighted averaged delinquency of such removal;Receivables is not more than 60 days, or (b) the Receivables are not more than 7% delinquent by estimated principal amount and the weighted average delinquency of such Receivables does not exceed 90 days. (v) On or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received written confirmation from each Rating Agency that such removal will not result in satisfy the occurrence of an Amortization Event and each of the Sellers Rating Agency Condition; and (vi) The Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officeran Officer's Certificate confirming the items set forth in clauses (i) through (v) above. The Trustee may conclusively rely on such Officer's Certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part of the Removal DateTrust. Notwithstanding the foregoing, without recourse, representation or warranty, all the right, title Transferor shall be permitted to designate and interest require reassignment to it of the Trust Receivables from Removed Accounts that have outstanding balances of zero without being required to satisfy the conditions set forth in and to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”subsections 2.7(b)(i), (Biii), (iv), (v) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accountsvi).” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. The Seller may designate one or more Accounts (a) On any day of any Due Period the Sellers shall have the right each, a “Designated Account”), which, subject to require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect to the Accounts designated by the Sellers, upon satisfaction of all the following conditions, shall cease to be Accounts on the applicable Removal Date: (i) on or before the fifth Business Day immediately preceding Seller shall deliver to the Removal DateCustodian, the Sellers shall have given the Trusteeeach Co-Owner, the Servicer, any Credit Enhancement Provider and each Rating Agency and each Series Enhancer a written notice of such removal and (a “Removal Notice”) specifying the date for removal account numbers of the Removed Designated Accounts and the date (the “Proposed Removal Date”)) on which the Receivables in the Designated Accounts will be paid or purchased, as applicable, which date shall be not less than 5 Business Days following the delivery of such notice; (ii) the Pool Balance by subtracting the aggregate Principal Receivables in the Designated Accounts shall not be reduced to less than the Required Pool Balance in each case determined as of the opening of business on or prior to the date that is ten Business Days after the Removal Date, the Sellers shall 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers outstanding balance of Receivables in the Designated Accounts on the second Business Day preceding the Proposed Removal Date (the “Designated Balance”) shall have represented and warranted not exceed 10% of the Pool Balance as of the Removal Date that opening of business on the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of the Proposed Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition Seller shall have been satisfied pay on behalf of the applicable Obligors the Designated Balance under the Designated Accounts, or, purchase the Receivables due thereunder, in each case by depositing cash, as Purchase Proceeds, in an amount equal to the Designated Balance outstanding under the Designated Accounts into the Collection Account on or prior to the Removal Date (or if the Servicer is entitled to commingle funds in accordance with respect to Section 5.02 such removalamounts may be deposited as provided for in Section 5.02(b)); (v) such the Seller shall be deemed to represent and warrant as of the applicable Removal Date that in its reasonable belief the removal of the Designated Accounts on the Removal Date will not result in the occurrence of cause an Amortization Event and each in respect of any Series to occur or cause the Sellers shall have delivered Pool Balance to be less than the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future;Required Pool Balance; and (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, Condition with respect to such removal; and (vii) such all Series and the Related Securities shall have been satisfied in respect of the proposed removal of Accounts. On the Removed Accounts would not have precluded transfers of Receivables to day on which the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President Designated Balance is paid or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers purchased pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.this Section

Removal of Accounts. (a1) On any day of any Due Period the Sellers shall have the right The Seller may designate one or more Accounts (each, a “Designated Account”), which, subject to require the reassignment to them or their 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 with respect thereto and all proceeds thereof in or with respect to the Accounts designated by the Sellers, upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency cease to be Accounts from and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts after a specified day (the “Removal Date”): (a) the Seller shall deliver to the Custodian, each Co-Owner, each Agent, each Entitled Party, and each Rating Agency a written notice (a “Removal Notice”) specifying the Removal Date which shall be not less than 5 Business Days following the delivery of such notice; (b) the Seller shall be deemed to represent and warrant to the Custodian, each Co- Owner and each Entitled Party as of the applicable Removal Date that in its reasonable belief the removal of the Designated Accounts on the Removal Date will not cause an Amortization Event to occur in respect of any Series or cause the Pool Balance to be less than the Required Pool Amount; (c) the Seller shall determine the aggregate outstanding balance, if any, of all Receivables under all Designated Accounts as of the close of business on the Removal Cut-Off Date (such aggregate amount, the “Designated Balance”) and deliver to the Custodian on the Removal Date a list specifying the account numbers or other account indicators of such Designated Accounts and the Designated Balance of such Designated Accounts; (d) the Seller shall deliver an updated list of Accounts in accordance with Section 2.1(2); (iie) the Rating Agency Condition with respect to all Series and the Related Securities shall have been satisfied in respect of the proposed removal of Accounts; (f) except for the Designated Accounts described in Section 2.7(1)(g), Designated Accounts shall be selected on a random basis by the Seller; (g) the Seller may designate Designated Accounts as provided in and subject to the terms hereof without being subject to the restrictions set forth in Section 2.7(1)(f), if the Designated Accounts are designated in response to a third party’s action or decision not to act (including, without limitation, any Obligor allowing an Account to become a Defaulted Account or an Inactive Account) and not the unilateral action of the Seller; and (h) there shall be no more than one Removal Date during any calendar month. (2) If the Seller designates one or more Accounts under Section 2.7(1) to be Designated Accounts on a specified Removal Date, then the Seller shall either: (a) pay on behalf of the applicable Obligors the Designated Balance of such Designated Accounts, or (b) purchase the Account Assets thereunder, in each case by, subject to Section 6.3, depositing cash in an amount equal to the Designated Balance into the Collection Account on or prior to the date that is ten second Business Days Day after the Removal Date, the Sellers which amounts shall 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers a written reassignment in substantially the form of Exhibit C (the “Reassignment”) and shall, without further action, be deemed to sellbe Collections for the day so deposited or required to be so deposited, transfer, assign, set over and otherwise convey to the Sellers or their designee, effective as of the Removal Date, without recourse, representation or warrantywhereupon each such Designated Account shall become a Removed Account, all of the right, title and interest of the Trust Co-Owners in and to the Receivables arising in Account Assets under the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Designated Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey Transferred to the applicable SellerSeller and the Custodian shall execute as agent on behalf of all Co-Owners, without recourseif applicable, representation and Entitled Parties and is hereby so authorized by such Persons, such documents and instruments of transfer or warranty, all right, title assignment and take such actions as may reasonably be required by the Seller to effect the Transfer to the Seller of the interest of the Trust Co-Owners in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinAssets under the Designated Accounts.

Removal of Accounts. (a) Subject to the conditions set forth below, after the SMT Termination Date, Seller may designate from time to time Accounts no longer to be designated for inclusion in the Issuer (the "Removed Accounts"); ---------------- provided, however, that Seller shall not make more than one such -------- ------- designation in any Monthly Period. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which Removed Accounts shall have be ------------------- designated (the right to require "Removal Date"), Seller shall give the reassignment to them or their designee of all Owner Trustee, the Trust’s right, title ------------ Servicer and interest in, to and under each Enhancement Provider written notice that the Receivables then existing from such Removed Accounts are to be retransferred to Seller. (b) Seller shall be permitted to designate and thereafter created, all monies due or require retransfer to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to it of the Receivables from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on or before If the fifth Business Day immediately preceding Accounts to be removed have outstanding Receivables, Seller shall satisfy the Rating Agency Condition with respect thereto by such Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the each Removal Date, the Sellers Owner Trustee shall have amended Schedule 1 deliver to Seller a written Reassignment Agreement in substantially the form of Exhibit B (the "Reassignment Agreement") prepared by delivering Seller, and --------- ---------------------- Seller shall deliver to the Owner Trustee a computer file file, microfiche or microfiche written list containing a true and complete list of the schedule identifying all Removed Accounts specifying for each such Removed Account, as of the date notice of the Removal Date is givenNotice Date, its account number, the aggregate amount outstanding in such Account number and the aggregate amount Receivable balance thereof. Such computer file, microfiche or written list shall be as of Principal Receivables outstanding in the date of such AccountReassignment Agreement incorporated into and made a part of this Agreement; (iii) Seller shall represent and warrant as of each Removal Date that (A) the Sellers shall have represented and warranted list of Removed Accounts, as of the Removal Date that Notice Date, complies in all material respects with the list requirements of Removed Accounts delivered pursuant to paragraph (ii) above; (B) Accounts (or administratively convenient groups of Accounts, such as billing cycles) were chosen for removal randomly or otherwise not on a basis intended to select particular accounts or groups of accounts for any reason other than administrative convenience, and no selection procedure used by Seller which is adverse to the interests of the Noteholders was utilized in selecting the Removed Accounts; and (C) as of the Removal Notice Date and as of the Removal Date, Seller is true not insolvent and complete in all material respectsSeller has no present intention of seeking protection under any Debtor Relief Laws; (iv) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the Rating Agency Condition shall have been satisfied reasonable belief of Seller, cause a Pay Out Event to occur, or an event which with respect to such removalnotice or lapse of time or both would constitute a Pay Out Event; (v) After giving effect to such removal will removal, the Aggregate Principal Balance shall not result in be less than the occurrence of an Amortization Event and each of the Sellers Minimum Aggregate Principal Balance; (vi) Seller shall have delivered to the Owner Trustee and to each Series Enhancer Enhancement Provider a certificate of a Vice President or more senior officeran officer of Seller confirming the items set forth in (i) through (v) above. The Owner Trustee may conclusively rely on such certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removalso relying; and (vii) such removal other conditions and restrictions as may at any time be specified in an Officer's Certificate of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have Seller delivered to the Owner Trustee shall have been satisfied, it being understood that (i) no such additional conditions or restrictions may conflict with or override any of the conditions and restrictions specified above, and (ii) upon delivery of such an Officer's Certificate to the Owner Trustee, the additional conditions and restrictions specified therein shall be deemed to be incorporated by reference into and become a certificate part of a Vice President or more senior officer, dated the Removal Date, to that effectthis Agreement. Upon satisfaction of all of the above conditions, the Owner Trustee shall execute and deliver the Reassignment Agreement to Seller, and the Sellers Receivables from the Removed Accounts shall no longer constitute a written reassignment in substantially part of the form of Exhibit C Issuer. (c) On and after the “Reassignment”) SMT Termination Date, on the date on which an Account becomes a Defaulted Account, the Trust shall automatically and shall, without further action, action or consideration be deemed to sell, transfer, assignset over, set over and otherwise convey to the Sellers or their designee, effective as of the Removal DateSeller, without recourse, representation or warranty, all the right, title and interest of the Trust in and to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Defaulted Account, all monies due and or to become due with respect thereto and thereto, all proceeds thereof, provided, that Recoveries of such Account Receivables allocable to the Trust with respect to such Receivable, excluding Recoveries relating thereto, which shall be applied as provided hereinremain a part of the Trust Assets.

Removal of Accounts. (1) The Seller may designate one or more Accounts (each, a “Designated Account”), which, subject to the following conditions, shall cease to be Accounts from and after a specified day (the “Removal Date”): (a) On any day the Seller shall deliver to the Custodian, each Co-Owner, each Agent, each Entitled Party, and each Rating Agency a written notice (a “Removal Notice”) specifying the account numbers of the Designated Accounts and the Removal Date which shall be not less than 5 Business Days following the delivery of such notice; (b) the Seller shall be deemed to represent and warrant to the Custodian, each Co- Owner and each Entitled Party as of the applicable Removal Date that in its reasonable belief the removal of the Designated Accounts on the Removal Date will not cause an Amortization Event to occur in respect of any Due Period Series or cause the Sellers Pool Balance to be less than the Required Pool Amount; (c) the Seller shall have determine, as of the right to require close of business on the reassignment to them or their designee Business Day preceding a Removal Date, the outstanding balance, if any, of all the Trust’s right, title and interest in, to and under the Receivables then existing under such Designated Accounts as of the close of business on the Business Day preceding the Removal Date (the “Designated Balance”) and thereafter created, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect deliver to the Custodian on the Removal Date a list specifying the account numbers of such Designated Accounts designated by and the Sellers, upon satisfaction of all the following conditions:Designated Balances thereof; (id) on or before the fifth Business Day immediately preceding following the Removal Date, the Sellers Seller shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice deliver an updated list of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”in accordance with Section 2.1(2); (iie) the Rating Agency Condition with respect to all Series and the Related Securities shall have been satisfied in respect of the proposed removal of Accounts; (f) except for the Designated Accounts described in Section 2.7(1)(g), Designated Accounts shall be selected on a random basis by the Seller; (g) the Seller may designate Designated Accounts as provided in and subject to the terms hereof without being subject to the restrictions set forth in Section 2.7(1)(f), if the Designated Accounts are designated in response to a third party’s action or decision not to act (including, without limitation, any Obligor allowing an Account to become a Defaulted Account or an Inactive Account) and not the unilateral action of the Seller; and (h) there shall be no more than one Removal Date during any calendar month. (2) If the Seller designates one or more Accounts under Section 2.7(1) to be Designated Accounts on a specified Removal Date, then the Seller shall either: (a) pay on behalf of the applicable Obligors the Designated Balance of such Designated Accounts, or (b) purchase the Account Assets thereunder, in each case by, subject to Section 6.3, depositing cash in an amount equal to the Designated Balance into the Collection Account on or prior to the date that is ten second Business Days Day after the Removal Date, the Sellers which amounts shall 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, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers a written reassignment in substantially the form of Exhibit C (the “Reassignment”) and shall, without further action, be deemed to sellbe Collections for the day so deposited or required to be so deposited, transfer, assign, set over and otherwise convey to the Sellers or their designee, effective as of the Removal Date, without recourse, representation or warrantywhereupon each such Designated Account shall become a Removed Account, all of the right, title and interest of the Trust Co-Owners in and to the Receivables arising in Account Assets under the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Designated Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey Transferred to the applicable SellerSeller and the Custodian shall execute as agent on behalf of all Co-Owners, without recourseif applicable, representation and Entitled Parties and is hereby so authorized by such Persons, such documents and instruments of transfer or warranty, all right, title assignment and take such actions as may reasonably be required by the Seller to effect the Transfer to the Seller of the interest of the Trust Co-Owners in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinAssets under the Designated Accounts.

Removal of Accounts. (a) On any day of any Due Monthly Period the Sellers Transferor shall have the right to require the reassignment to them it or their 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 moneys due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts then owned by the Credit Card Originator and designated by Transferor (the Sellers"Removed Accounts") or Participation Interests (unless otherwise set forth in the applicable Supplement), upon satisfaction of all the following conditions: (i) on or before the fifth tenth Business Day immediately preceding the Removal Date (the "Removal Notice Date, the Sellers ") Transferor shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer any Enhancement Provider entitled thereto pursuant to the relevant Supplement written notice of such removal and specifying the date for removal of the Removed Accounts and Participation Interests (the “"Removal Date”"); Transferor shall provide each Rating Agency with such additional information relating to such removal as the Rating Agency shall reasonably request; (ii) with respect to Removed Accounts, on or prior to the date that is ten 10 Business Days after the Removal Date, the Sellers Transferor shall have amended delivered to Trustee an Account Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of listing the Removed Accounts and specifying for each such Account, as of the date notice of the Removal Date is givenNotice Date, its account number, the aggregate amount outstanding in such Account outstanding, and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers with respect to Removed Accounts, 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) with respect to any removal pursuant to Section 2.9(b) that is being made as a result of the applicable Merchant exercising a purchase right as to which Transferor has no reasonable control (an "Involuntary Removal"), Transferor shall use reasonable efforts to satisfy the Rating Agency Condition; and as to any other removal, the Rating Agency Condition shall have been satisfied with respect to such removalsatisfied; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officerany Enhancement Provider entitled thereto pursuant to the relevant Supplement an Officer's Certificate, dated as of the Removal Date, to the effect that such Seller Transferor reasonably believes that (A) in the case of any removal other than an Involuntary Removal, such removal will not, based on the facts known to such officer at the time of such certification, then or thereafter cause an Early Amortization Event to occur with respect to any Series, (B) in the case of any Involuntary Removal, Transferor has used reasonable efforts to avoid having such removal result in an Early Amortization Event and (C) in either case, no selection procedure believed by Transferor to be materially adverse to the interests of the Investor Holders has been used in removing Removed Accounts from among any pool of Accounts or Participation Interests of a similar type (it being understood that Transferor will not have an Adverse Effect and is not reasonably expected be deemed to have used such an Adverse Effect at adverse selection procedure in connection with any time in the futureInvoluntary Removal); (vi) Transferor shall not use a selection procedure intended to include a disproportionately higher level of Defaulted Receivables in the Sellers Removed Accounts than exist in the Accounts and shall have delivered not remove such Accounts for the intended purpose of mitigating losses to the TrusteeTrust; (vii) in the case of any removal pursuant to Section 2.9(a), each Rating Agency and each Series Enhancer a Tax Opinionthe aggregate Principal Receivables in the Removed Accounts shall not exceed the lesser of (A) the excess of the Transferor Amount over the Minimum Transferor Amount or (B) the excess of the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account over the Required Principal Balance, dated all measured as of the Removal Dateend of the most recently ended Monthly Period; (viii) in the case of any removal pursuant to Section 2.9(b), with respect the removal shall not cause the Transferor Amount to such removalbe less than the Minimum Transferor Amount or cause the sum of the aggregate Principal Receivables plus the Excess Funding Account balance to be less than the Required Principal Balance; and (viiix) such removal shall not cause a decrease in the sum of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted Invested Amounts for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectall outstanding Series. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers Transferor or their 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 AccountsAccounts or the Participation Interests, all monies moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. In addition, Trustee shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Transferor to effect the conveyance of Receivables pursuant to this Section. (b) On Transferor may from time to time designate as Removed Accounts any day of any Due Period, Accounts designated for purchase by a Merchant pursuant to the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction terms of the following conditions: (i) on or before related Credit Card Processing Agreement, provided that no Account included in the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which Identified Portfolio may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying designated a Removed Account until the date for removal Series 1996-A and Series 1996-B Certificates have been paid in full pursuant to this Section 2.9(b). Any Trust's repurchase of the applicable Inactive Receivables in Removed Accounts (such date, the “Inactive Account Removal Date”), (Bdesignated pursuant to this Section 2.9(b) certifying that the Sellers reasonably believe that such removal will not result shall be effected in the occurrence of an Amortization Event manner and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles at a price determined in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesSection 2.5(b), as if the Receivables being repurchased were Ineligible Receivables. Amounts deposited in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Collection Account Removal Date, the Sellers in connection therewith shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over be Collections of Principal Receivables and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided hereinin accordance with the terms of Article IV and each Supplement.

Removal of Accounts. (a) On any day each date on which ------------------- Accounts, including all amounts then held by the Trust or thereafter received by the Trust with respect to such Accounts, are removed from the Trust pursuant to Section 2.07 of any Due Period the Sellers Pooling and Servicing Agreement, the Purchaser shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Purchaser, the right to require remove Accounts from the reassignment to them or their designee operation of all this Agreement in the Trust’s rightmanner prescribed in subsection (b) below. (b) To accept such offer and remove Accounts, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due and including all amounts then held by the Trust or thereafter received with respect thereto and all proceeds thereof in or by the Trust with respect to such Accounts being removed, the Accounts designated by Seller (or the Sellers, upon satisfaction of all Servicer on its behalf) shall take the following conditionsactions and make the following determinations: (i) not less than five (5) Business Days prior to the Removal Date, furnish to the Purchaser, the Trustee, any Enhancement Providers and the Rating Agencies a written notice (the "Removal Notice") specifying the date -------------- on which removal of one or more Accounts (the "Removed Accounts") will ---------------- occur (a "Removal Date"); ------------ (ii) from and after such Removal Date, cease to transfer to the Purchaser any and all Receivables arising in such Removed Accounts; (iii) represent and warrant that the removal of any such Account on any Removal Date shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Pool Balance; (iv) represent and warrant that no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Accounts to be removed; (v) represent and warrant that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency; (vi) on or before the related Removal Date, deliver to the Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (iii) through (v) above, the Trustee may conclusively rely on such Officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and (vii) on or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering furnish to the Trustee a computer file or file, microfiche list containing a true and complete or other list of the Removed Accounts that were removed on the Removal Date, specifying for each such AccountRemoved Account (x) its number, (y) as of the date notice of the Removal Date is given, its account numberNotice, the aggregate amount outstanding in such Removed Account and (z) as of the Removal Date, the aggregate amount of Principal Receivables outstanding in therein and represent that such Account; (iii) the Sellers shall have represented and warranted as computer file, microfiche list or other list 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;. (ivc) Subject to subsection (b) above, on the Rating Agency Condition shall have been satisfied Removal Date with respect to any such removal; (v) Removed Account, such removal will not result in Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the occurrence of an Amortization Event Removal Date and each upon the written request of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditionsServicer, the Trustee Purchaser shall execute and deliver to the Sellers Seller a written reassignment in substantially the form of Exhibit C D-1 hereto (the “a "Reassignment”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below"), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.------------

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate from time to time Accounts for deletion and removal ("Removed Accounts") from the Accounts; provided, however, that the Transferor shall not make more than one such designation in any Collection Period; and, provided further, that the Transferor shall select the Removed Accounts on a random basis. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables in such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on On or before the fifth Business Day immediately preceding prior to the Removal Date, the Sellers Transferor shall have given delivered to the Trustee, Trustee for execution a written instrument of reassignment substantially in the Servicer, each Rating Agency form of Exhibit D (the "Reassignment") and each Series Enhancer notice a computer file or microfiche list containing a true and complete list of such removal all Removed Accounts identified by account number and specifying by the date for removal aggregate balance of the Receivables in such Removed Accounts (as of the “Removal Notice Date”), which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (ii) on or prior The Transferor shall represent and warrant that no selection procedures believed by the Transferor to be materially adverse to the date that is ten Business Days after interests of any outstanding Series of Investor Certificates or any Enhancement Provider were used in selecting the Removed Accounts to be removed from the Trust; (iii) The removal of any Receivables in any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (A) cause an Early Amortization Event, or an event which, with notice or lapse of time or both, would constitute an Early Amortization Event, to occur; provided, however, for the purpose of this subsection 2.7(b)(iii), the Receivables of each Removed Account shall be deemed to have been removed as of the Removal Date, (B) cause the Sellers Transferor Interest Percentage to be less than the Minimum Transferor Interest Percentage on such Removal Date, (C) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (D) result in the failure to make any payments specified in the related Supplement with respect to any Series; (iv) The Rating Agencies shall have amended Schedule 1 by delivering received five Business Days' notice from the Transferor of such proposed removal of Accounts and the Rating Agency Condition shall have been satisfied; and (v) The Transferor shall deliver to the Trustee (with a copy to the Rating Agencies) an Officer's Certificate confirming the items set forth in paragraphs (i) through (iv) above (and the Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying). Upon satisfaction of the above conditions, the Trustee shall execute and deliver the Reassignment to the Transferor, and the Receivables in the Removed Accounts shall no longer constitute a part of the Trust. (c) The Transferor may, but shall not be obligated to, designate from time to time Zero Balance Accounts for deletion and removal from the Accounts; provided, however, that, prior to such designation and removal, the Transferor shall have delivered to each Rating Agency and the Trustee an Officer's Certificate to the effect that the removal of the Receivables in the Zero Balance Accounts shall not, in the reasonable belief of the Transferor, cause an Early Amortization Event to occur. The Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. On or before the date on which the designated Zero Balance Accounts are removed, the Transferor shall deliver to the Trustee a computer file or microfiche list containing a true and complete list of the Removed such Zero Balance Accounts specifying for each such Accountidentified by account number, which computer file or microfiche list shall as of the removal date notice modify and amend and be made a part of this Agreement. On the Removal Date is given, its account number, date on which the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers shall have represented and warranted as of the Removal Date that the list of Removed designated Zero Balance 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditionsare removed, the Trustee shall execute and deliver to the Sellers a written reassignment in substantially the form of Exhibit C (the “Reassignment”) and shall, without further action, be deemed to sell, transfer, assign, set set-over and otherwise convey to the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable SellerTransferor, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such AccountZero Balance Accounts, all monies due and or to become due and all amounts received thereafter with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment as are prepared by the Transferor and take such other actions as shall be reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section 2.7(c). (d) The Transferor may, but shall not be obligated to, designate from time to time Defaulted Accounts for deletion and removal from the Accounts; provided, however, that Recoveries each such designation must be approved in writing by each Rating Agency or be made in accordance with the procedure attached as Exhibit K. On or before the date on which the designated Defaulted Accounts are removed, the Transferor shall deliver to the Trustee a computer file or microfiche list containing a true and complete list of such Account Defaulted Accounts identified by account number, which computer file or microfiche list shall as of the removal date modify and amend and be made a part of this Agreement. On the date on which the designated Defaulted Accounts are removed, the Trustee shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Transferor, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Receivables (including, without limitation, all Finance Charge Receivables) in such Defaulted Accounts, all monies due or to become due and all amounts received thereafter with respect thereto and all proceeds thereof; provided, however, that all Recoveries with respect to such Receivables shall be applied as provided herein. The Trustee shall execute such documents and instruments of transfer or assignment as are prepared by the Transferor and take such other actions as shall be reasonably requested by the Transferor to effect the conveyance of such Receivables pursuant to this Section 2.7(d).

Removal of Accounts. (a) Subject to the conditions set forth below, the Seller may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal (“Removed Accounts”) from the Trust; provided, however, that the Seller shall not make more than one such designation in any Monthly Period. On any day or before the fifth Business Day (the “Removal Notice Date”) prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Seller (the “Removal Date”), the Seller shall give the Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Seller. (b) The Seller shall be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction of the following conditions: (i) the removal of any Due Period Receivables of any Removed Accounts on any Removal Date shall not, in the Sellers reasonable belief of the Seller, (a) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.07(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (b) cause the Seller Interest as a percentage of the aggregate amount of Principal Receivables to be less than the Minimum Seller Interest on such Removal Date, (c) cause the aggregate amount of Principal Receivables to be less than the Minimum Aggregate Principal Receivables, or (d) result in the failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the Removal Date, the Seller shall have delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the “Reassignment”) and, within five Business Days (or as otherwise agreed upon between the Seller and the Trustee) thereafter, the Seller shall have delivered to the Trustee a computer file or microfiche list containing a true and complete list of all Removed Accounts identified by account number and the aggregate amount of the Receivables in such Removed Accounts as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Seller shall represent and warrant that no selection procedures believed by the Seller to be materially adverse to the interests of the Certificateholders were utilized in selecting the Removed Accounts to be removed from the Trust; (iv) [Reserved] (v) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Seller shall have received notice prior to the Removal Date from such Rating Agency that such proposed removal will not result in a downgrade or withdrawal of its then current rating of any outstanding Series of the Investor Certificates; (vi) on any Removal Notice Date, the amount of the Principal Receivables of the Removed Accounts to be reassigned to the Seller on the related Removal Date shall not equal or exceed 5% of the aggregate amount of the Principal Receivables on such Removal Date; provided, that if any Series has been paid in full, the Principal Receivables in such Removed Accounts shall not equal or exceed the sum of (A) 5% of the aggregate amount of the Principal Receivables, after giving effect to the removal of accounts pursuant to clause (B) below, on such Removal Date plus (B) the Initial Investor Interest of such Series that has been paid in full; and (vii) the Seller shall have delivered to the Trustee an Officer’s Certificate confirming the items set forth in clauses (i) through (vi) above. The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying. Upon satisfaction of the above conditions, the Trustee shall execute and deliver the Reassignment to the Seller, and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust. (c) The Seller may, but shall not be obligated to, designate at any time Zero Balance Accounts, any future receivables of which will no longer be part of the Trust, and to remove the designation 1994-MT from the Pool Index File for such Accounts; provided, that prior to such designation and removal, the Seller shall have delivered to Moody’s an Officer’s Certificate to the effect that to the best knowledge of the Seller, such designation and removal shall not cause a Pay Out Event to occur. (d) In addition to the terms and conditions contained in subsections 2.07(a) and 2.07(b), the Seller’s right to require the reassignment to them it or their its designee of all the Trust’s right, title and interest in, to and under the Receivables then existing and thereafter createdin Removed Accounts, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect shall be subject to the Accounts designated by the Sellers, upon satisfaction of all the following conditionsrestrictions: (i) on or before the fifth Business Day immediately preceding the Removal DateExcept for Removed Accounts described in subsections 2.07(c) and 2.07(d)(ii), the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Accounts to be designated as Removed Accounts (shall be selected at random by the “Removal Date”);Seller. (ii) on or prior The Seller may designate Removed Accounts as provided in and subject to the date that is ten Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering terms and conditions contained in this Section 2.07 without being subject to the Trustee a computer file or microfiche list containing a true and complete list of restrictions set forth in subsection 2.07(d)(i) if the Removed Accounts specifying for each such Account, as are designated in response to a third-party action or decision not to act and not the unilateral action of the date notice of the Removal Date is given, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; (iii) the Sellers 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 such removal; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver to the Sellers 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 the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofSeller. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) On any day Subject to the conditions set forth below, the Seller may, but shall not be obligated to, designate Accounts the Receivables of which will be removed from the Trust ("Removed Accounts"); provided, however, that the Seller shall not make more than one such designation in any Due Period Period. On or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the Receivables in the designated Removed Accounts will be reassigned by the Trust to the Seller (the "Removal Date"), the Seller shall have give the right Trustee, the Servicer, each Purchaser Representative and each Enhancement Provider written notice that the Receivables from such Removed Accounts are to be removed from the Trust and reassigned to it. (b) The Seller shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) on or before the fifth Business Day immediately preceding the Removal Date, the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Seller, (A) cause an Early Amortization Event to occur; or (B) result in the “Removal Date”)failure to make any payment specified in the related Supplement or Receivables Purchase Agreement with respect to any Series; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Seller shall have amended Schedule 1 by delivering delivered to the Trustee (with a copy to each Purchaser Representative) (A) for execution, a written assignment in substantially the form of Exhibit E-1 (the "Reassignment"), and (B) a computer file or microfiche or written list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such AccountRemoved Accounts as of the Removal Cut Off Date specified therein, which computer file or microfiche or written list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Sellers Seller shall have represented represent and warranted as warrant that no selection procedures believed by the Seller to be materially adverse to the interests of the Removal Date that Investor Certificateholders or any Receivables Purchasers or any Enhancement Provider were utilized in selecting the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of be removed from the Removal Date, is true and complete in all material respectsTrust; (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Seller shall have received written evidence that the Rating Agency Condition shall have has been satisfied with respect to such removalsatisfied; (v) such removal will not result in the occurrence of an Amortization Event and each of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency Purchaser Representative and each Series Enhancer a Tax OpinionEnhancement Provider an Officer's Certificate confirming the items set forth in clauses (i) through (iii) above. The Trustee may conclusively rely on such Officer's Certificate, dated shall have no duty to make inquiries with regard to the Removal Date, with respect to such removalmatters set forth therein and shall incur no liability in so relying; and (viivi) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers no Early Amortization Event shall have delivered occurred with respect to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectany Series. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Seller (with a written reassignment in substantially copy to each Purchaser Representative), and the form of Exhibit C (Receivables from the “Reassignment”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their designee, effective as Removed Accounts shall no longer constitute a part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (bc) On any day of any Due Period, No Account shall be removed from the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that Trust hereunder if such removal would not have precluded transfers be prohibited by or inconsistent with the terms of any Supplement or Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed AccountsPurchase Agreement.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from certain Accounts (the “Removed Accounts”) for deletion and removal from the Trust. On any day of any Due Period or before the Sellers fifth Business Day (the “Removal Notice Date”) prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the “Removal Date”), the Transferor shall have give the right Trustee, the Servicer and each Rating Agency written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) The removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Transferor, (A) cause a Pay Out Event to occur; provided, however, that for the purposes of this subsection 2.7(b)(i), the Receivables of each Removed Account shall be considered to have been removed as of the Removal Date, (B) cause the Transferor Interest to be less than the Minimum Transferor Interest on such Removal Date, (C) cause the sum of the aggregate amount of Principal Receivables and the Excess Funding Amount to be less than the Minimum Aggregate Principal Receivables, or before (D) result in the fifth Business Day immediately preceding failure to make any payment specified in the related Supplement with respect to any Series; (ii) On or prior to the Removal Date, the Sellers Transferor shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal of the Removed Accounts (the “Removal Date”); (ii) on or prior delivered to the date that is ten Trustee for execution a written assignment in substantially the form of Exhibit F (each a “Reassignment”) and the Transferor shall have, within five Business Days after the Removal Date, the Sellers shall have amended Schedule 1 by delivering delivered to the Trustee a computer file or microfiche list containing a true and complete list (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between the Transferor and the Trustee) of all Removed Accounts specifying for each such AccountAccounts, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such Account; (iii) the Sellers shall have represented and warranted Removed Accounts as of the Removal Date that the Cut-Off Date, which list of Removed Accounts delivered pursuant to paragraph (ii) aboveshall, as of the Removal Date, is true modify and complete in all material respectsamend and be incorporated into and made a part of such Reassignment and this Agreement; (iviii) The Transferor shall represent and warrant that (x) the Rating Agency Condition shall have been satisfied with respect to designation and reassignment of such removal; (v) such removal Receivables from Removed Accounts will not result (A) adversely affect the tax characterization as debt of any Class of Investor Certificates of any outstanding Series or Class in respect of which an opinion was delivered at the occurrence time of issuance that such Class would be treated as debt for U.S. federal income tax purposes, (B) cause the Trust following such designation and acceptance to be deemed to be an Amortization Event and each association (or a “publicly traded partnership” within the meaning of Section 7704(b) of the Sellers shall have delivered Code) taxable as a corporation and (C) cause or constitute a taxable event in which gain or loss would be recognized by any Investor Certificateholder or the Trust, (y) no selection procedures believed by the Transferor to be materially adverse to the Trustee interests of the Certificateholders were utilized in selecting the Removed Accounts to be removed from the Trust, and each Series Enhancer (z) (I) a certificate of a Vice President or more senior officer, dated random selection procedure was used by the Removal Date, to Transferor in selecting the effect that such Seller reasonably believes that such removal will not have an Adverse Effect Removed Accounts and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) only one such removal of randomly selected accounts shall occur in the then current Monthly Period, (II) the Removed Accounts would are subject to an arrangement with a third party pursuant to which such third party has the right or the option to purchase the Removed Accounts and which right or option has arisen in response to a third-party action or decision not have precluded to act and not the unilateral action of the Transferor and such right or option has been exercised by the third party or (III) the Removed Accounts were selected using another method that will not preclude transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles or prevent the Trust from continuing to qualify as a qualifying special purpose entity in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each SFAS 140 (or any relevant replacement statement); (iv) As of the Sellers Removal Notice Date, either (x) the Receivables are not more than 15% delinquent by estimated principal amount and the weighted averaged delinquency of such Receivables is not more than 60 days, or (y) the Receivables are not more than 7% delinquent by estimated principal amount and the weighted average delinquency of such Receivables does not exceed 90 days; (v) On or prior to the Removal Date, if such removal is pursuant to subsection 2.7(b)(iii)(z)(III), the Rating Agency Condition shall have been satisfied; and (vi) The Transferor shall have delivered to the Trustee a certificate of a Vice President or more senior officeran Officer’s Certificate confirming the items set forth in clauses (i) through (v) above. The Trustee may conclusively rely on such Officer’s Certificate, dated shall have no duty to make inquiries with regard to the Removal Date, to that effectmatters set forth therein and shall incur no liability in so relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereofTrust. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.

Removal of Accounts. (a) Subject to the conditions set forth below, the Transferor may, but shall not be obligated to, designate Receivables from Accounts for deletion and removal ("Removed Accounts") from the Trust. On any day of any Due Period or before the Sellers fifth Business Day (the "Removal Notice Date") prior to the date on which the designated Removed Accounts will be reassigned by the Trustee to the Transferor (the "Removal Date"), the Transferor shall have give the right Trustee and the Servicer written notice that the Receivables from such Removed Accounts are to be reassigned to the Transferor. (b) The Transferor shall be permitted to designate and require the reassignment to them or their designee it 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 with respect thereto and all proceeds thereof in or with respect to the from Removed Accounts designated by the Sellers, only upon satisfaction of all the following conditions: (i) the removal of any Receivables of any Removed Accounts on or before any Removal Date shall not, in the fifth Business Day immediately preceding reasonable belief of the Transferor, (a) cause an Early Amortization Event to occur, (b) cause the Transferor Amount to be less than the Minimum Transferor Amount on such Removal Date, (c) cause the Sellers shall have given the Trustee, the Servicer, each Rating Agency and each Series Enhancer notice of such removal and specifying the date for removal sum of the Removed Accounts Trust Principal Component and the Excess Funding Amount to be less than the Minimum Trust Principal Component, or (d) result in the “Removal Date”)failure to make any payment specified in the related Supplement with respect to any Series; (ii) on or prior to the date that is ten Business Days after the Removal Date, the Sellers Transferor shall have amended Schedule 1 by delivering delivered to the Trustee for execution a written assignment in substantially the form of Exhibit G (the "Reassignment") and, within five Business Days (or as otherwise agreed upon between the Transferor and the Trustee) thereafter, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing a true and complete list of the all Removed Accounts specifying for each such Account, as of the date notice of the Removal Date is given, its identified by account number, the aggregate amount outstanding in such Account number and the aggregate amount of Principal the Receivables outstanding in such AccountRemoved Accounts as of the Removal Date, which computer file or microfiche list shall as of the Removal Date modify and amend and be made a part of this Agreement; (iii) the Sellers Transferor shall have represented represent and warranted as warrant that no selection procedures reasonably believed by the Transferor to be materially adverse to the interests of the Removal Date that Certificateholders or any Enhancement Provider were utilized in selecting the list of Removed Accounts delivered pursuant to paragraph (ii) above, as of be removed from the Removal Date, is true and complete in all material respectsTrust; (iv) on or before the tenth Business Day prior to the Removal Date, each Rating Agency Condition shall have been satisfied with respect received notice of such proposed removal of the Receivables of such Accounts and the Transferor shall have received written notice prior to the Removal Date from such removal; (v) Rating Agency that such proposed removal will not result in the occurrence a downgrade or withdrawal of an Amortization Event and each its then current rating of any outstanding Class or Series of the Sellers Investor Certificates; and (v) the Transferor shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officeran Officer's Certificate confirming the items set forth in clauses (i) through (iv) above. The Trustee may conclusively rely on such Officer's Certificate, dated the Removal Date, shall have no duty to make inquiries with regard to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect matters set forth therein and is not reasonably expected to have an Adverse Effect at any time shall incur no liability in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effectso relying. Upon satisfaction of all of the above conditions, the Trustee shall execute and deliver the Reassignment to the Sellers Transferor, and the Receivables from the Removed Accounts shall no longer constitute 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 the Sellers or their designee, effective as part of the Removal Date, without recourse, representation or warranty, all the right, title and interest Trust. [End of the Trust in and to the Receivables arising in the Removed Accounts, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof. (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.Article II]

Removal of Accounts. (a) On any day If the Depositor elects to exercise its right pursuant to Section 2.07 of any Due Period the Sellers Pooling and Servicing Agreement to cease transferring newly originated Receivables to certain Accounts, the Purchaser shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Purchaser the right to require reacquire and remove such Receivables from the reassignment to them or their designee operation of all this Agreement in the Trust’s rightmanner prescribed in Subsection (b) below, title and interest inon the related Removal Termination Date, to under Section 2.07(c) of the Pooling and under the Receivables then existing and thereafter created, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof in or Servicing Agreement with respect to such Accounts, the Purchaser shall be deemed to have offered to the Seller automatically and without notice to or action by or on behalf of the Purchaser, the right to remove Accounts designated by from the Sellersoperation of this Agreement in the manner prescribed in subsection (b) below. (b) To accept such offer and remove Accounts and the Receivables arising therein, upon satisfaction of all the Seller (or the Servicer on its behalf) shall take the following conditionsactions and make the following determinations: (i) on or before the fifth not less than five (5) Business Day immediately preceding Days prior to the Removal Commencement Date, furnish to the Sellers shall have given Purchaser, the Trustee, any Enhancement Providers and the Servicer, each Rating Agency and each Series Enhancer Agencies a written notice of such removal and (the "Removal Notice") specifying the date for removal of on which the Removed Accounts Purchaser is to cease (the “"Removal Commencement Date”") transferring to the Trust newly originated Receivables in one or more Accounts which Accounts are specified in such notice (the "Removed Accounts"); (ii) from and after such Removal Commencement Date, cease to transfer to the Purchaser any and all receivables arising in such Removed Accounts; (iii) represent and warrant that the removal of any such Account shall not, in the reasonable belief of the Seller, cause an Early Amortization Event to occur or cause the Pool Balance to be less than the Required Pool Balance; (iv) represent and warrant that no selection procedures reasonably believed by the Seller to be adverse to the interests of the Beneficiaries were utilized in selecting the Accounts to be removed; (v) represent and warrant that such removal will not result in a reduction or withdrawal of the rating of any outstanding Series or Class by the applicable Rating Agency; (vi) on or prior before the related Removal Commencement Date, deliver to the date that is ten Trustee and any Enhancement Providers an Officers' Certificate confirming the items set forth in clauses (iii) through (v) above, the Trustee may conclusively rely on such Officers' Certificate and shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying; and (vii) within five (5) Business Days after the Removal Commencement Date, the Sellers shall have amended amend Schedule 1 to the Pooling and Servicing Agreement by delivering to the Trustee a computer file or microfiche or written list containing a true and complete list of the Removed Accounts to be removed, specifying for each such Account, as of the date notice of immediately preceding the Removal Date is givenCommencement Date, its account number, the aggregate amount of Receivables outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account;principal balance therein (the "Designated Balance"). (iiic) the Sellers shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant Subject to paragraph subsection (iib) above, as of on the Removal Date, is true and complete in all material respects; (iv) the Rating Agency Condition shall have been satisfied Termination Date with respect to any such removal; (v) Removed Account, such removal will not result in Removed Account shall be deemed removed by operation of this Agreement for all purposes. After the occurrence of an Amortization Event Removal Termination Date and each upon the written request of the Sellers shall have delivered to the Trustee and each Series Enhancer a certificate of a Vice President or more senior officer, dated the Removal Date, to the effect that such Seller reasonably believes that such removal will not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the future; (vi) the Sellers shall have delivered to the Trustee, each Rating Agency and each Series Enhancer a Tax Opinion, dated the Removal Date, with respect to such removal; and (vii) such removal of the Removed Accounts would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009 and each of the Sellers shall have delivered to the Trustee a certificate of a Vice President or more senior officer, dated the Removal Date, to that effect. Upon satisfaction of all of the above conditionsServicer, the Trustee Purchaser shall execute and deliver to the Sellers Seller a written reassignment in substantially the form of Exhibit C D-1 hereto (the “a "Reassignment”) and shall, without further action, be deemed to sell, transfer, assign, set over and otherwise convey to the Sellers or their 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, all monies due and to become due and all amounts received with respect thereto and all proceeds thereof"). (b) On any day of any Due Period, the Sellers shall have the right to designate Inactive Accounts and to remove such Inactive Accounts from Schedule 1 hereto and from its documents and records, including appropriate computer files, upon satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Inactive Account Removal Date (as defined below), the Sellers shall have given the Trustee, the Servicer and each Rating Agency notice (which may be delivered via facsimile or other means of electronic transmission with receipt confirmed) of such removal (A) specifying the date for removal of the applicable Inactive Accounts (such date, the “Inactive Account Removal Date”), (B) certifying that the Sellers reasonably believe that such removal will not result in the occurrence of an Amortization Event and that such removal will not have an Adverse Effect, and (C) certifying that such removal would not have precluded transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, as in effect for reporting periods before November 15, 2009; and (ii) on or prior to the date that is ten Business Days after the Inactive Account Removal Date, the Sellers shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the removed Inactive Accounts specifying for each such removed Inactive Account, as of the Inactive Account Removal Date, its account number. Accounts designated by the Sellers pursuant to Section 2.10(a) or 2.10(b) are referred to herein as “Removed Accounts.” In addition to the foregoing, on the date when any Receivable in an Account becomes a Defaulted Receivable the Trust shall automatically and without further action or consideration be deemed to transfer, assign, set over and otherwise convey to the applicable Seller, without recourse, representation or warranty, all right, title and interest of the Trust in and to the Defaulted Receivables arising in such Account, all monies due and to become due with respect thereto and all proceeds thereof, provided, that Recoveries of such Account shall be applied as provided herein.