Common use of Required Additional Accounts Clause in Contracts

Required Additional Accounts. (i) If, as of the close of business on the last Business Day of any calendar month, (a) the total amount of Principal Receivables is less than the Required Minimum Principal Balance on such date or (b) the Transferor Amount is less than the Required Transferor Amount on such date, the Transferor shall on or prior to the close of business on the tenth Business Day of the next succeeding calendar month (the "Required Designation Date"), cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount (or such lesser amount as shall represent all Eligible Accounts constituting VISA and MasterCard consumer revolving credit card accounts then available to the Transferor under the Receivables Purchase Agreements) such that, after giving effect to such addition the aggregate principal balance of Principal Receivables, conveyed to the Trust as of the close of business on the Addition Date is at least equal to the Required Minimum Principal Balance on such date and the Transferor Amount is at least equal to the Required Transferor Amount on such date. (ii) In lieu of, or in addition to, causing the designation of Additional Accounts pursuant to clause (i) above, the Transferor may (but shall not be required), subject to the conditions specified in paragraph (c) below, convey to the Trust participations (including 100% participations) representing undivided interests in a pool of assets primarily consisting of revolving credit card receivables, consumer loan receivables (secured and unsecured), charge card receivables, and any interests in any of the foregoing, including securities representing or backed by such receivables, and other self-liquidating financial assets including any "Eligible Assets" as such term is defined in Rule 3a-7 under the Investment Company Act (or any successor to such Rule) and collections, together with all earnings, revenue, dividends, distributions, income, issues and profits thereon ("Participation Interests"). Receivables shall not be treated as a Participation Interest for purposes of this Agreement. The addition of Participation Interests in the Trust pursuant to this paragraph (a) or paragraph (b) below shall be effected by a Participation Interest Supplement, dated the applicable Addition Date and entered into pursuant to Section 13.1(a). (iii) Any Additional Accounts or Participation Interests designated to be included as Trust Assets pursuant to clauses (i) or (ii) above may only be so included if (x) Standard & Poor's shall have notified the Transferor, the Servicer and the Trustee in writing that such addition will not result in a reduction or withdrawal of the then existing rating of any outstanding Series or Class with respect to which Standard & Poor's is a Rating Agency, (y) the applicable conditions specified in paragraph (c) below have been satisfied and (z) Moody's shall have received prior written notice of any such designation of Additional Accounts or Participation Interests pursuant to clauses (i) or (ii) above.. (b)

Required Additional Accounts. (i) If, as (A) during any period of the close of business on the last Business Day of any calendar monththirty (30) consecutive days, (a) the total amount of Principal Receivables is less than the Required Minimum Principal Balance on such date or (b) the Transferor Amount Interest averaged over that period is less than the Required Transferor Amount on such dateInterest for that period, the Transferor shall on or prior to the close of business on the tenth Business Day of the next succeeding calendar month (the "Required Designation Date"), unless on any day following such period of thirty consecutive days and prior to the Required Designation Date the Transferor Interest averaged over the then-prior thirty (30) consecutive days (inclusive of such date of determination) exceeds the Required Transferor Interest for such period, cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount (or such lesser amount as shall represent all Eligible Accounts constituting VISA and MasterCard consumer revolving credit card accounts then available to the Transferor under the Receivables Purchase Agreements) such that, after giving effect to such addition and the aggregate principal balance addition by each other Transferor, the average of the Transferor Interest as a percentage of the Average Principal Receivables for such 30-day period, computed by assuming that the amount of Principal ReceivablesReceivables of such additional Eligible Accounts shall be deemed to be outstanding in the Trust during each day of such 30-day period, conveyed is at least equal to the Trust Required Transferor Percentage on such date, or (B) as of the close of business on the Addition Date last Business Day of any calendar month, the sum of (x) the total amount of Principal Receivables plus (y) the then outstanding principal amount of any Participation Interests theretofore conveyed to the Trust is at least equal to less than the Required Minimum Principal Balance on (as adjusted for any Series having a Paired Series as described in the Indenture Supplement for such date and the Transferor Amount is at least equal to the Required Transferor Amount Series) on such date. (ii) In lieu of, or in addition to, causing the designation of Additional Accounts pursuant to clause (i) above, the Transferor may (but shall not be required), subject on or prior to the conditions specified in paragraph (c) belowclose of business on the Required Designation Date, convey to unless the Trust participations (including 100% participations) representing undivided interests in a pool sum of assets primarily consisting of revolving credit card receivables, consumer loan receivables (secured and unsecured), charge card receivables, and any interests in any of the foregoing, including securities representing or backed by such receivables, and other self-liquidating financial assets including any "Eligible Assets" as such term is defined in Rule 3a-7 under the Investment Company Act (or any successor to such Rule) and collections, together with all earnings, revenue, dividends, distributions, income, issues and profits thereon ("Participation Interests"). Receivables shall not be treated as a Participation Interest for purposes of this Agreement. The addition of Participation Interests in the Trust pursuant to this paragraph (a) or paragraph (b) below shall be effected by a Participation Interest Supplement, dated the applicable Addition Date and entered into pursuant to Section 13.1(a). (iii) Any Additional Accounts or Participation Interests designated to be included as Trust Assets pursuant to clauses (i) or (ii) above may only be so included if (x) Standard & Poor's shall have notified the Transferor, the Servicer and the Trustee in writing that such addition will not result in a reduction or withdrawal total amount of the then existing rating of any outstanding Series or Class with respect to which Standard & Poor's is a Rating Agency, Principal Receivables plus (y) the applicable conditions specified in paragraph (c) below have been satisfied and (z) Moody's shall have received prior written notice then outstanding principal amount of any such designation of Additional Accounts or Participation Interests pursuant theretofore conveyed to clauses (i) or (ii) above.. (b)the Trust exceeds the

Required Additional Accounts. (i) If, as of the close of business on the last Business Day of any calendar month, (a) the total amount of Principal Receivables is less than the Required Minimum Principal Balance on such date or (b) the Transferor Amount is less than the Required Transferor Amount on such date, the Transferor shall on or prior to the close of business on the tenth Business Day of the next succeeding calendar month (the "Required Designation Date"), cause to be designated additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount (or such lesser amount as shall represent all Eligible Accounts constituting VISA and MasterCard consumer revolving credit card accounts then available to the Transferor under the Receivables Purchase Agreements) such that, after giving effect to such addition the aggregate principal balance of Principal Receivables, conveyed to the Trust as of the close of business on the Addition Date is at least equal to the Required Minimum Principal Balance on such date and the Transferor Amount is at least equal to the Required Transferor Amount on such date. (ii) In lieu of, or in addition to, causing the designation of Additional Accounts pursuant to clause (i) above, the Transferor may (but shall not be required), subject to the conditions specified in paragraph (c) below, convey to the Trust participations (including 100% participations) representing undivided interests in a pool of assets primarily consisting of revolving credit card receivables, consumer loan receivables (secured and unsecured), charge card receivables, and any interests in any of the foregoing, including securities representing or backed by such receivables, and other self-liquidating financial assets including any "Eligible Assets" as such term is defined in Rule 3a-7 under the Investment Company Act (or any successor to such Rule) and collections, together with all earnings, revenue, dividends, distributions, income, issues and profits thereon ("Participation Interests"). Receivables shall not be treated as a Participation Interest for purposes of this Agreement. The addition of Participation Interests in the Trust pursuant to this paragraph (a) or paragraph (b) below shall be effected by a Participation Interest Supplement, dated the applicable Addition Date and entered into pursuant to Section 13.1(a). (iii) Any Additional Accounts or Participation Interests designated to be included as Trust Assets pursuant to clauses (i) or (ii) above may only be so included if (x) Standard & Poor's shall have notified the Transferor, the Servicer and the Trustee in writing that such addition will not result in a reduction or withdrawal of the then existing rating of any outstanding Series or Class with respect to which Standard & Poor's is a Rating Agency, (y) the applicable conditions specified in paragraph (c) below have been satisfied and (z) Moody's shall have received prior written notice of any such designation of Additional Accounts or Participation Interests pursuant to clauses (i) or (ii) above.. (b).