Common use of Addition of Accounts Clause in Contracts

Addition of Accounts. (a) If, as of the close of -------------------- business on the last day of any Collection Period, (i) the Pool Balance on such day is less than the Required Pool Balance as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the aggregate interest in the Pool Balance represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC is less than 2% of the aggregate amount of Receivables included in the Pool on such last day, then, unless a Liquidation Event has occurred, on or prior to the tenth Business Day following the end of such Collection Period (the "Addition Date"), the Depositor shall be required to ------------- purchase from BCI under the Receivables Purchase Agreement (but BCI shall have no obligation to sell to BCRC), and shall designate (pursuant to an Addition Notice delivered pursuant to Section 2.05(c) hereof) and transfer to the Trust, the Receivables (and any related Collateral Security) of additional Eligible Accounts of the Depositor to be included as Accounts in a sufficient amount such that, after giving effect to such addition: (x) the Pool Balance as of the close of business on the Addition Date is at least equal to the Required Pool Balance and (y) the aggregate amount of Receivables included in the Pool represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC, is equal to at least 2% of the aggregate amount of Receivables included in the Pool and (z) the Pool shall consist of the same type of Receivables as shall have been included in the Pool prior to such addition (i.e., Domestic Inventory Receivables, Other Account Receivables or both, as the case may be); provided, -------- however, that so long as the Trustee shall have received (whether in connection ------- with the addition of Accounts at such time or in connection with a previous addition of Accounts to the Trust) a letter from each Rating Agency confirming that the inclusion of Accounts relating to Other Account Receivables will not result in the reduction or withdrawal of the rating of any Series or Class of Certificates then outstanding, then, at the option of the Depositor and BCI, Additional Accounts containing Other Account Receivables may be added in satisfaction of such requirement even if the only Accounts previously included in the Trust are Accounts containing Domestic Inventory Receivables; and provided, further, that for purposes of clause (ii) and sub-clause (y) of this -------- ------- subsection (a), the Variable Funding (S)2.05

Addition of Accounts. (a) If, as of the close of -------------------- business on the last day of any Collection Period, (i) If, (A) during any period of thirty consecutive days, the Pool Balance on such day Transferor Interest averaged over that period is less than the Required Pool Balance as of Minimum Transferor Interest for that period the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the aggregate interest in the Pool Balance represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC is less than 2% of the aggregate amount of Receivables included in the Pool on such last day, then, unless a Liquidation Event has occurred, on or prior to the tenth Business Day following the end of such Collection Period (the "Addition Date"), the Depositor shall be required to ------------- purchase from BCI under the Receivables Purchase Agreement (but BCI shall have no obligation to sell to BCRC), and Transferor shall designate additional eligible MasterCard®, VISA® or American Express® accounts from the Bank Portfolio (pursuant to an Addition Notice delivered pursuant to Section 2.05(c"Additional Accounts") hereof) and transfer to the Trust, the Receivables (and any related Collateral Security) of additional Eligible Accounts of the Depositor to be included as Accounts in a sufficient amount such that, after giving effect to such addition: (x) that the Pool Balance as average of the close Transferor Interest as a percentage of business on the Addition Date Average Principal Receivables for such 30‑day period, computed by assuming that the amount of the Principal Receivables of such Additional Accounts shall be deemed to be outstanding in the Trust during each day of such 30‑day period, is at least equal to the Required Pool Balance and Minimum Transferor Interest, or (yB) on any Record Date the aggregate amount of Principal Receivables included is less than the Minimum Aggregate Principal Receivables (as adjusted for any Series having a Companion Series as described in the Pool represented by Supplement for such Series), the BCRC Certificate and any Variable Funding Certificate held by BCRC, is equal Transferor shall designate Additional Accounts to at least 2% of be included as Accounts in a sufficient amount such that the aggregate amount of Principal Receivables included in will be equal to or greater than the Pool and (z) Minimum Aggregate Principal Receivables. Receivables from such Additional Accounts shall be transferred to the Pool shall consist of Trustee on or before the same type of Receivables as shall have been included in the Pool prior to tenth Business Day following such addition (i.e., Domestic Inventory Receivables, Other Account Receivables thirty‑day period or bothRecord Date, as the case may be); provided. (ii) In lieu of, -------- howeveror in addition to, that so long as designating Additional Accounts pursuant to clause (i) above, the Transferor may, subject to any applicable conditions specified in paragraph (c) below, convey to the Trustee participations representing undivided interests in a pool of assets primarily consisting of receivables arising under revolving credit card accounts owned by the applicable Account Owner or any Affiliate of such Account Owner and collections thereon ("Participations"). The addition of Participations in the Trust pursuant to this paragraph (a) or paragraph (b) below shall be effected by an amendment hereto, dated as of the applicable Addition Date, pursuant to subsection 13.01(a). (b) In addition to its obligation under subsection 2.06(a), the Transferor may, but shall not be obligated to, designate from time to time Additional Accounts to be included as Accounts or Participations to be included as property of the Trust, in either case as of the applicable Addition Date. (c) The Transferor agrees that any such transfer of Receivables from Additional Accounts, under subsection 2.06(a) or (b) shall satisfy the following conditions (to the extent provided below): (i) on or before the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(b) (the "Notice Date"), the Transferor shall give the Trustee, each Rating Agency and the Servicer written notice that such Additional Accounts or Participations will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred; (ii) on or before the Addition Date, the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Investor Certificateholders) in substantially the form of Exhibit B (the "Assignment") and the Transferor shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred to the Trust and, within five Business Days thereafter, or as otherwise agreed upon among the Servicer, the Transferor and the Trustee, the Transferor shall have delivered to the Trustee the updated Account Schedule, which Account Schedule is true and complete as of the related Addition Date and which shall be as of the date of such Assignment incorporated into and made a part of such Assignment and this Agreement; (iii) the Transferor shall represent and warrant that (x) with respect to Additional Accounts, each Additional Account is, as of the Addition Date, an Eligible Account, and each existing Receivable in such Additional Account is, as of the Addition Date, an Eligible Receivable, (y) it has not used any selection procedures believed by the Transferor to be materially adverse to the interests of the Investor Certificateholders in selecting the related Additional Accounts, and (z) as of the Addition Date, the Transferor is not insolvent; (iv) the Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid sale to the Trustee of the Receivables in the Additional Accounts, or (y) a grant of a security interest in favor of the Trustee in the Receivables in the Additional Accounts, and that sale or security interest is perfected under the Delaware UCC; (v) the Transferor shall deliver an Officer's Certificate substantially in the form of Schedule 2 to Exhibit B to the Trustee confirming the items set forth in paragraphs (ii), (iii) and (iv) above; (vi) the Transferor shall deliver an Opinion of Counsel with respect to the Receivables in the Additional Accounts to the Trustee (with a copy to ▇▇▇▇▇'▇, Standard & Poor's and Fitch) substantially in the form of Exhibit E; (vii) (A) with respect to accounts in excess of the Maximum Addition Amount and with respect to Participations, the Transferor shall have received (whether in connection ------- with the addition of Accounts at such time or in connection with a previous addition of Accounts to the Trust) a letter notice from each Rating Agency confirming Standard & Poor's, ▇▇▇▇▇'▇ and Fitch that the inclusion of such accounts as Additional Accounts relating pursuant to Other Account Receivables subsections 2.06(a) and 2.06(b) or the inclusion of such Participations to be included as property of the Trust pursuant to subsections 2.06(a) and 2.06(b), as the case may be, will not result in the reduction or withdrawal of the its then existing rating of any Series or Class of Investor Certificates then issued and outstanding, then, at the option ; and (B) with respect to accounts not in excess of the Depositor Maximum Addition Amount added during the last quarterly period (such quarterly period beginning on and BCIincluding the fifteenth day of January, April, July, and October and ending on and excluding the fifteenth day of April, July, October, and January, respectively), if applicable, the Transferor shall have received, to the extent not previously received, not later than twenty days after the relevant quarterly period, notice from Standard & Poor's, ▇▇▇▇▇'▇ and Fitch that the inclusion of such accounts as Additional Accounts containing Other Account Receivables may be added in satisfaction of such requirement even if the only Accounts previously included pursuant to subsections 2.06(a) and 2.06(b) will not result in the Trust are reduction or withdrawal of its then existing rating of any Series of Investor Certificates then issued and outstanding; and (viii) the Transferor shall provide each Rating Agency 30 days' prior notice of the inclusion of any business cards as Additional Accounts containing Domestic Inventory Receivables; and provided, further, that for purposes of clause (ii) and sub-clause (y) of this -------- ------- pursuant to subsection (a2.06(b), the Variable Funding (S)2.05.

Addition of Accounts. (a) If, as of the close of -------------------- business on the last day of any Collection Period, (i) the Pool Balance on such day is less than the Required Pool Balance Participation Amount as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the aggregate interest in result obtained by multiplying (x) the Pool Balance Seller's Participation Amount as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), by (y) the percentage equivalent of the portion of the Seller's Interest represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC CARCO Certificate, is less than 2% of the aggregate amount of Receivables included in the Pool Balance on such last day, thenthen the Seller shall, unless a Liquidation Event has occurred, on or prior to the tenth Business Day within ten business Days following the end of such Collection Period (the "Addition Date")Period, the Depositor shall be required to ------------- purchase from BCI under the Receivables Purchase Agreement (but BCI shall have no obligation to sell to BCRC), and shall designate (pursuant to an Addition Notice delivered pursuant to Section 2.05(c) hereof) and transfer to the Trust, Trust the Receivables (and any the related Collateral Security) of additional Eligible Accounts of the Depositor Seller to be included as Accounts in a sufficient amount such that, that after giving effect to such addition: addition (xi) the Pool Balance as of the close of business on the Addition Date is at least equal to such Required Participation Amount or (ii) the Required Pool Balance and result obtained by multiplying (x) such Seller's Participation Amount by (y) the aggregate amount percentage equivalent of Receivables included in the Pool portion of the Seller's Interest represented by the BCRC Certificate and any Variable Funding Certificate held by BCRCCARCO Certificate, is at least equal to at least 2% of the aggregate amount of Receivables included in the such Pool and (z) the Pool shall consist of the same type of Receivables as shall have been included in the Pool prior to such addition (i.e., Domestic Inventory Receivables, Other Account Receivables or bothBalance, as the case may be). The Seller shall satisfy the conditions specified in Section 2.05(d) in designating such Additional Accounts and conveying the related Receivables to the Trust. The failure of the Seller to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, -------- however, that so long any such failure will nevertheless result in the occurrence of an Early Amortization Event described in Section 9.01(a). (b) The Seller may from time to time, at its sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts (including Partial Accounts) to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts. (c) Receivables and Collateral Security from such Additional Accounts shall be sold to the Trust effective on a date (the "Addition Date") specified in a written notice provided by the Seller (or the Servicer on its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (the "Addition Notice") on or before the fifth Business Day but not more than the 30th day prior to the related Addition Date (the "Notice Date"). The Addition Notice shall also specify whether any such Additional Accounts are Partial Accounts. (d) The Seller shall be permitted to convey to the Trust the Receivables and all Collateral Security related thereto in any Additional Accounts designated by the Seller as such pursuant to Section 2.05(a) or (b) only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) the Seller shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with a timely Addition Notice; (ii) such Additional Accounts shall all be Eligible Accounts; (iii) the Seller shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit B (the "Assignment") and the computer file or microfiche or written list required to be delivered pursuant to Section 2.01; (iv) the Seller shall, to the extent required by Section 4.03, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date; (v) (A) no selection procedures believed by the Seller to be adverse to the interests of the Beneficiaries were used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above is true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, neither CFC, CCC, nor the Seller were insolvent nor will any of them have been made insolvent by such transfer nor are any of them aware of any pending insolvency; (vi) the Rating Agency Condition shall have been satisfied with respect to such addition; (vii) the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of an Early Amortization Event; (viii) the Seller shall have delivered to the Trustee and any Enhancement Providers a certificate of a Vice President or more senior officer confirming (A) the items set forth in paragraphs (ii) through (vii) above and (B) that the Seller reasonably believes that the addition of the Receivables arising in such Additional Accounts will not result in the occurrence of an Early Amortization Event; and (ix) on or before each Addition Date, the Seller shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts substantially in the form of Exhibit G-2 and (B) except in the case of an addition required by Section 2.05(a), a Tax Opinion with respect to such addition. (e) The Seller hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.05(d)(v). Upon discovery by the Seller, the Servicer, any Agent, the Trustee or any Enhancement Providers of a breach of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers. (f) Unless otherwise agreed to by the Rating Agencies, notwithstanding anything to the contrary in this Agreement, the Seller may from time to time, at its discretion, and subject only to the limitations specified in this paragraph, designate Additional Accounts to be added to the Trust. (Additional Accounts designated to be added to the Trust in accordance with the provisions of this Section 2.05(f) are referred to herein as "Automatic Additional Accounts".) On the Addition Date with respect to any Automatic Additional Accounts, the Trust shall purchase the Receivables in such Automatic Additional Accounts (and such Automatic Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) as of the close of business on the applicable Additional Cut-Off Date, subject to the satisfaction of the following conditions: (i) such Automatic Additional Accounts shall be Eligible Accounts; (ii) the Seller shall, to the extent required by Section 4.03, have deposited in the Collection Account all Collections with respect to such Automatic Additional Accounts since the Additional Cut-Off Date; (iii) no selection procedures believed by the Seller to be adverse to the interests of the Certificateholders were used in selecting such Automatic Additional Accounts, (iv) as of each of the Additional Cut-Off Date and the Addition Date, no Insolvency Event with respect to DCS or the Seller shall have occurred nor shall the transfer of the Receivables arising in the Automatic Additional Accounts to the Trust have been made in contemplation of the occurrence thereof; (v) the addition of the Receivables arising in the Automatic Additional Accounts shall not cause an early amortization event or any event that, after the giving of notice or the lapse of time, would constitute a early amortization event to occur with respect to any Series; (vi) on or before each Addition Date with respect to Automatic Additional Accounts, the Seller shall have delivered to the Trustee and the Rating Agencies (A) an Opinion of Counsel with respect to the Receivables in the Automatic Additional Accounts substantially in the form of Exhibit G-2 to this Agreement and (B) a Tax Opinion with respect to such addition; (vii) within ten Business Days of the date on which any such Receivables are added to the Trust, the Seller shall have delivered to the Trustee a written assignment and a computer file or a microfiche list containing a true and complete list of the related Automatic Additional Accounts specifying for each such Account its account number, the collection status, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; and (viii) the Seller shall have delivered to the Trustee an Officers' Certificate of the Seller, dated the Addition Date, to the effect that conditions (i) through (v) and (vii) above have been satisfied. The Seller hereby represents and warrants to the Trust as of the related Addition Date as to the matters relating to it set forth in paragraphs (iii) and (iv) above and that the file or list described below is, as of the applicable Additional Cut-Off Date, true and complete in all material respects. In connection with the designation of Automatic Additional Accounts to be added to the Trust, the Seller shall deliver to the Trustee (i) the computer file or microfiche list required to be delivered pursuant to Section 2.01 with respect to such Automatic Additional Accounts and (ii) a duly executed written Assignment (including an acceptance by the Trustee for the benefit of the Certificateholders), substantially in the form of Exhibit B to this Agreement. Unless each Rating Agency otherwise consents, the number of Automatic Additional Accounts added to the Trust with respect to any of the three consecutive Collection Periods beginning in January, April, July and October of each calendar year shall not exceed 8% of the number of Accounts as of the first day of the calendar year during which such Collection Periods commence and the number of Automatic Additional Accounts designated during any such calendar year shall not exceed 20% of the number of Accounts as of the first day of such calendar year. On or before the first business day of each Collection Period beginning in January, April, July and October of each calendar year, the Seller shall have requested and obtained notification from each Rating Agency of any limitations to the right of the Seller to designate Eligible Accounts as Automatic Additional Accounts during any period which includes such Collection Period. To the extent that Automatic Additional Accounts have been added to the Trust during the three consecutive Collection Periods ending in the calendar month prior to such date, on or before January 31, April 30, July 31, October 31 of each calendar year, the Trustee shall have received (whether in connection ------- with the addition of Accounts at such time or in connection with a previous addition of Accounts to the Trust) a letter confirmation from each Rating Agency confirming that the inclusion addition of all Automatic Additional Accounts relating to Other Account Receivables will not result included as Accounts during the three consecutive Collection Periods ending in the reduction calendar month prior to such date shall not have resulted in any applicable Rating Agency reducing or withdrawal of the withdrawing its rating of any outstanding Series or Class of Certificates then outstanding, then, at the option of the Depositor and BCI, Certificates. If such Rating Agency confirmation with respect to any Automatic Additional Accounts containing Other Account Receivables may is not so received, such Automatic Additional Accounts will be added in satisfaction of such requirement even if removed from the only Accounts previously included in the Trust are Accounts containing Domestic Inventory Receivables; and provided, further, that for purposes of clause (ii) and sub-clause (y) of this -------- ------- subsection (a), the Variable Funding (S)2.05Trust.

Addition of Accounts. (a) If, as of the close of -------------------- business on the last day of any Collection Period, (i) the Pool Balance on such day is less than the Required Pool Balance as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the aggregate interest in the Pool Balance represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC is less than 2% of the aggregate amount of Receivables included in the Pool on such last day, then, unless a Liquidation Event has occurred, on or prior to the tenth Business Day following the end of such Collection Period (the "Addition Date"), the Depositor shall be required to ------------- purchase from BCI under the Receivables Purchase Agreement (but BCI shall have no obligation to sell to BCRC), and shall designate (pursuant to an Addition Notice delivered pursuant to Section 2.05(c) hereof) and transfer to the Trust, the Receivables (and any related Collateral Security) of additional Eligible Accounts of the Depositor to be included as Accounts in a sufficient amount such that, after giving effect to such addition: (x) the Pool Balance as of the close of business on the Addition Date is at least equal to the Required Pool Balance and (y) the aggregate amount of Receivables included in the Pool represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC, is equal to at least 2% of the aggregate amount of Receivables included in the Pool and (z) the Pool shall consist of the same type of Receivables as shall have been included in the Pool prior to such addition (i.e., Domestic Inventory Receivables, Other Account Receivables or both, as the case may be); provided, -------- however, that so long as the Trustee shall have received (whether in connection ------- with the addition of Accounts at such time or in connection with a previous addition of Accounts to the Trust) a letter from each Rating Agency confirming that the inclusion of Accounts relating to Other Account Receivables will not result in the reduction or withdrawal of the rating of any Series or Class of Certificates then outstanding, then, at the option of the Depositor and BCI, Additional Accounts containing Other Account Receivables may be added in satisfaction of such requirement even if the only Accounts previously included in the Trust are Accounts containing Domestic Inventory Receivables; and provided, further, that for purposes of clause (ii) and sub-clause (y) of this -------- ------- subsection (a), the Variable Funding Certificate shall be deemed to be "held" by BCRC even though the registered Holder thereof is BCI, as pledgee, so long as BCI has not exercised its remedies in respect thereof. The Depositor shall satisfy the conditions specified in subsection (S)2.05d) of this Section 2.05 in designating such Additional 'SS' 2.05 Accounts and conveying the related Receivables to the Trust. The failure of the Depositor to transfer Receivables to the Trust as provided in this subsection (a) solely as a result of the unavailability of a sufficient amount of Eligible Receivables or subsequent to a Liquidation Event shall not constitute a breach of this Agreement; provided, however, that any such failure will nevertheless result in the occurrence of an Early Amortization Event described in Section 9.01(a) hereof. (b) The Depositor may from time to time, at its sole discretion, subject to the conditions specified in subsection (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts. (c) Receivables and Collateral Security from Additional Accounts conveyed to the Trust pursuant to subsection (b) above shall be sold to the Trust effective on a date (the "Addition Date") specified in an Addition Notice on or before the tenth Business Day but not more than the 30th day prior to the related Addition Date (the "Notice Date"); provided, however, that unless a Rating Agency Condition shall otherwise have been satisfied, the first Addition Date following the Cut-Off Date shall occur no earlier than April 1, 1994 and any Addition Date thereafter shall occur not less than ninety (90) days following the immediately preceding Addition Date. (d) The Depositor shall be permitted to convey to the Trust the Receivables and all Collateral Security related thereto in any Additional Accounts designated by the Depositor as such pursuant to Section 2.05(a) or (b) hereof only upon satisfaction of each of the following conditions on or prior to the related Addition Date: (i) the Depositor shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with an Addition Notice; (ii) such Additional Accounts shall all be Eligible Accounts and, with respect to Additional Accounts designated pursuant to subsection (b) above, the Rating Agency Condition shall have been satisfied; (iii) the Depositor shall have delivered to the Trustee a duly executed written assignment in substantially the form of Exhibit B hereto (the "Assignment") and the computer file or microfiche or written list required to be delivered pursuant to Section 2.01 hereof; (iv) the Depositor shall, to the extent required by Section 4.03 hereof, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date; 'SS' 2.05 (v)(A) no selection procedures reasonably believed by the Depositor to be adverse to the interests of the Beneficiaries or any Enhancement Provider were used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above is true and correct in all material respects as of the Additional Cut-Off Date and (3) as of each of the Notice Date and the Addition Date, neither BCI nor the Depositor were insolvent nor will any of them have been made insolvent by such transfer nor are any of them aware of any pending insolvency;

Addition of Accounts. (a) IfThe Seller and the Purchaser agree that until the Purchase Termination Date, all newly arising Eligible Accounts shall be deemed to have been designated for inclusion as Accounts as of the date on which they are created or otherwise arise. Seller agrees to provide to the Purchaser, or to cause the Originator to provide to the Purchaser, such information, certificates, financing statements, opinions and other materials as are reasonably necessary to enable the Purchaser to satisfy its obligations under Section 2.6 of the Pooling and Servicing Agreement with respect to Additional Accounts of the Seller. In connection with the designation of any Eligible Account attributable to a Seller as an Additional Account, Seller shall be deemed to represent and warrant that, as of the close Addition Date: no selection procedures believed by the Seller to be materially adverse to the interests of -------------------- business on the last day of any Collection Period, (i) Purchaser or the Pool Balance on such day is less than Investor Certificateholders were utilized in selecting the Required Pool Balance Additional Accounts from the Originator Portfolio and that as of the following Distribution Date (after giving effect Addition Date, the Seller is not insolvent; the Conveyance of the applicable Receivables to the allocationsTrust constitutes either (x) a valid sale to the Purchaser of all right, distributionstitle and interest of the Seller in and to the Receivables then existing and thereafter created from time to time in the Additional Accounts, withdrawals all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and deposits privileges with respect to the Receivables, and all proceeds of the foregoing and such property will be made on such Distribution Date)held by the Purchaser free and clear of any Lien (other than Permitted Liens) of any Person claiming through or under the Seller or any of its Affiliates, or (iiy) the aggregate a grant of a security interest (as defined in the Pool Balance represented by UCC as in effect in any applicable jurisdiction) in such property to the BCRC Certificate Purchaser, which is enforceable with respect to then existing Receivables in the Additional Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, and any Variable Funding Certificate held by BCRC is less than 2% all proceeds of the aggregate amount foregoing, upon the Conveyance of such Receivables included in the Pool on such last day, then, unless a Liquidation Event has occurred, on or prior to the tenth Business Day following the end of such Collection Period (the "Addition Date")Purchaser, the Depositor shall and which will be required enforceable with respect to ------------- purchase from BCI under the Receivables Purchase Agreement (but BCI shall have no obligation thereafter created from time to sell to BCRC), and shall designate (pursuant to an Addition Notice delivered pursuant to Section 2.05(c) hereof) and transfer to time in respect of the applicable Additional Accounts until the termination of the Trust, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables (Receivables, and any related Collateral Security) of additional Eligible Accounts all proceeds of the Depositor to be included as Accounts in a sufficient amount foregoing upon such that, after giving effect to such addition: (x) the Pool Balance as of the close of business on the Addition Date is at least equal to the Required Pool Balance and (y) the aggregate amount of Receivables included in the Pool represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC, is equal to at least 2% of the aggregate amount of Receivables included in the Pool creation; and (z) if the Pool Conveyance of such Receivables constitutes the grant of a security interest to the Purchaser in such property, the Trust shall consist have a first priority perfected security interest in all Receivables then existing or thereafter created from time to time in such Additional Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and proceeds of the same type foregoing, upon the creation of Receivables as shall have been included in the Pool prior such property, (subject to such addition (i.e., Domestic Inventory Receivables, Other Account Receivables or both, as the case may be); provided, -------- however, that so long as the Trustee shall have received (whether in connection ------- with the addition of Accounts at such time or in connection with a previous addition of Accounts to the Trust) a letter from each Rating Agency confirming that the inclusion of Accounts relating to Other Account Receivables will not result in the reduction or withdrawal Section 9-315 of the rating UCC as in effect in any applicable jurisdiction), free and clear of any Series Lien (other than Permitted Liens) of any Person claiming through or Class under the Seller or any of Certificates then outstanding, then, at the option of the Depositor and BCI, Additional Accounts containing Other Account Receivables may be added in satisfaction of such requirement even if the only Accounts previously included in the Trust are Accounts containing Domestic Inventory Receivablesits Affiliates; and providedeach Additional Account is an Eligible Account, further, that for purposes of clause (ii) and sub-clause (y) of this -------- ------- subsection (a), the Variable Funding (S)2.05each Receivable in such Additional Account is an Eligible Receivable.

Addition of Accounts. (a) If, as of the close of -------------------- business on the last day of any Collection Period, (i) the Pool Balance on such day is less than the Required Pool Balance Participation Amount as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the aggregate interest in result obtained by multiplying (x) the Seller's Participation Amount (for purposes of this paragraph, determined by using the Pool Balance as determined in accordance with this paragraph) as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), by (y) the percentage equivalent of the portion of the Transferor's Interest represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC ITT FRLP Certificate, is less than 25% of the aggregate amount of Receivables included in the Pool Balance on such last day, thenthen the Transferor shall, unless a Liquidation Event has occurred, on or prior to the tenth within 10 Business Day Days following the end of such Collection Period (the "Addition Date")Period, the Depositor shall be required to ------------- purchase from BCI under the Receivables Purchase Agreement (but BCI shall have no obligation to sell to BCRC), and shall designate (pursuant to an Addition Notice delivered pursuant to Section 2.05(c) hereof) and transfer to the Trust, Trust the Receivables (and any the related Collateral Security) of additional Eligible Accounts of the Depositor Transferor to be included as Accounts in a sufficient amount such that, that after giving effect to such addition: addition (xi) the Pool Balance (determined in accordance with this paragraph) as of the close of business on the Addition Date is at least equal to such Required Participation Amount and (ii) the Required Pool Balance and result obtained by multiplying (x) such Transferor's Participation Amount (determined in accordance with this paragraph) by (y) the aggregate amount percentage equivalent of Receivables included in the Pool portion of the Transferor's Interest represented by the BCRC Certificate and any Variable Funding Certificate held by BCRCITT FRLP Certificate, is at least equal to at least 25% of the aggregate amount of Receivables included in the such Pool and (z) the Pool shall consist of the same type of Receivables as shall have been included in the Pool prior to such addition (i.e., Domestic Inventory Receivables, Other Account Receivables or bothBalance, as the case may be). The Transferor shall satisfy the conditions specified in Section 2.6(d) in designating such Additional Accounts and conveying the related Receivables to the Trust. The failure of the Transferor to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, -------- however, that so long any such failure will nevertheless result in the occurrence of an Early Amortization Event described in Section 9.1(a). (b) The Transferor may from time to time, at its sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts. (c) Receivables and Collateral Security from such Additional Accounts shall be sold to the Trust effective on a date (each an "Addition Date") specified in a written notice provided by the Transferor (or the Servicer on its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (each an "Addition Notice") on or before the fifth Business Day but not more than the 30th day prior to the related Addition Date or, if the Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). An Addition Notice may relate to one or more Accounts added on one or more Addition Dates. (d) The Transferor shall be permitted to convey to the Trust the Receivables and all Collateral Security related thereto in any Additional Accounts designated by the Transferor as such pursuant to Section 2.6(a) or (b) only upon satisfaction of each of the following conditions on or prior to the related Notice Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after such Notice Date): (i) the Transferor shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with a timely Addition Notice; (ii) such Additional Accounts shall all be Eligible Accounts; (iii) the Transferor shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit __ (the "Assignment") covering the Receivables in the Accounts specified in the Addition Notice and the computer file or microfiche or written list required to be delivered pursuant to Section 2.1; (iv) the Transferor shall, to the extent required by Section 4.3, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date; (v) (A) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Beneficiaries shall have received been used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above shall be true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, neither Green Tree nor the Transferor shall have been insolvent nor shall any of them have been made insolvent by such transfer nor shall any of them be aware of any pending insolvency; 2-13 (vi) if the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition (vii) If (A) one or more of the Additional Accounts specified in such Addition Notice will contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in connection ------- with respect of the addition of Accounts at such time each Additional Account specified in clauses (A) and (B) on or in connection with a previous prior to the related Addition Date; (viii) the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of a Pay Out Event; (ix) the Transferor shall have delivered to the TrustTrustee and any Enhancement Providers a certificate of a Vice President: or more senior officer confirming (A) a letter from each Rating Agency confirming the items set forth in paragraphs (ii) through (viii) above and (B) that the inclusion Transferor reasonably believes that the addition of the Receivables arising in such Additional Accounts relating to Other Account Receivables will not result in the reduction occurrence of an Early Amortization Event; and (x) on or withdrawal before each Notice Date, the Transferor shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such opinion substantially in the form of Exhibit __ and (B) except in the case of an addition required by Section 2.6(a), a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be from outside counsel no less frequently than quarterly; provided further that, unless the Rating Agency Condition is satisfied, such Opinion of Counsel and Tax Opinion shall be from outside counsel if the rating of any Series or Class the unsecured long-term debt of Certificates then outstanding, then, at the option Green Tree below investment grade. (e) The Transferor hereby represents and warrants as of the Depositor applicable Addition Date as to the matters set forth in Section 2.6(d)(v). Upon discovery by the Transferor, the Servicer, any Agent, a Responsible Officer of the Trustee or any Enhancement Providers of a breach of the foregoing representations and BCIwarranties, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers. (f) Notwithstanding anything in this Section 2.5 to the contrary, the additions of Additional Accounts containing Other Account Receivables may be added in satisfaction of such requirement even if pursuant to Section 2.5(b) on or prior to the only Accounts previously included in the Trust are Accounts containing Domestic Inventory Receivables; and provided, further, that 2-14 Closing Date for purposes of Series 1995-1 need not satisfy clause (iii), (vi), (vii) and sub-clause or (yx) of this -------- ------- subsection (aSection 2.5(d), the Variable Funding (S)2.05.

Addition of Accounts. Receivables created in all Accounts established with Dealers which have purchased existing dealerships (each, a "Dealer Replacement Account") shall be added automatically to the Trust. Subject to the limitations described herein, the Transferor shall, on an ongoing basis, automatically add Receivables created in new Accounts which do not constitute Dealer Replacement Accounts (each, a "New Account") to the Trust subject to the following conditions: (i) if either (a) Ifon an annual basis, as the percentage derived by dividing the number of New Accounts added to the Trust during any fiscal year of the close Transferor by the number of -------------------- business Accounts in the Trust at the beginning of such year exceeds 8% or (b) on a quarterly basis, the last day percentage derived by dividing the number of any Collection Period, (i) the Pool Balance on such day is less than the Required Pool Balance as of the following Distribution Date (after giving effect New Accounts added to the allocations, distributions, withdrawals and deposits to be made on Trust during such Distribution Date), or (ii) calendar quarter by the aggregate interest number of Accounts in the Pool Balance represented Trust at the beginning of such calendar quarter exceeds 5%, then the Transferor may continue to add Receivables created in New Accounts to the Trust only if (x) if so provided in a Supplement, the Available Subordinated Amount is adjusted each Collection Period thereafter by the BCRC Certificate and any Variable Funding Certificate held by BCRC is less than 2% of the aggregate amount of Receivables in those New Accounts included in the Pool on Trust which New Accounts resulted in such last daypercentage to exceed the specified percentages therein, then, unless a Liquidation Event has occurred, on or prior to the tenth Business Day following the end of such Collection Period (the "Addition Date"), the Depositor shall be required to ------------- purchase from BCI under the Receivables Purchase Agreement (but BCI shall have no obligation to sell to BCRC), and shall designate (pursuant to an Addition Notice delivered pursuant to Section 2.05(c) hereof) and transfer to the Trust, the Receivables (and any related Collateral Security) of additional Eligible Accounts of the Depositor to be included as Accounts in a sufficient amount such that, after giving effect to such addition: (x) the Pool Balance as of the close of business on the Addition Date is at least equal to the Required Pool Balance and (y) the aggregate amount Transferor obtains a letter from each of the Rating Agencies that such action will not result in a downgrade or withdrawal of the then current ratings assigned by each of them to the Investor Certificates of each Series; (ii) if the annualized rate (averaged for a period of three consecutive Collection Periods) of (a) Defaulted Receivables included minus Recoveries plus the repossession value of all Products repossessed during such period to (b) the beginning Pool Balance for the related Collection Period exceeds 7.5%, then the Transferor may continue to add Receivables created in any New Accounts and Dealer Replacement Accounts to the Pool represented Trust only if (x) if so provided in a Supplement, the Available Subordinated Amount is increased by the BCRC Certificate and any Variable Funding Certificate held by BCRC, is equal to at least 2% of the aggregate amount of the Receivables included in the Pool New Accounts and Dealer Replacement Accounts, or (zy) the Pool shall consist of the same type of Receivables as shall have been included in the Pool prior to such addition (i.e., Domestic Inventory Receivables, Other Account Receivables or both, as the case may be); provided, -------- however, that so long as the Trustee shall have received (whether in connection ------- with the addition of Accounts at such time or in connection with a previous addition of Accounts to the Trust) Transferor obtains a letter from each of the Rating Agency confirming Agencies that the inclusion of Accounts relating to Other Account Receivables such action will not result in the reduction a downgrade or withdrawal of the rating then current ratings assigned by each of them to the Investor Certificates of each Series; and (iii) if either (a) on an annual basis, the percentage derived by dividing the number of New Accounts and Dealer Replacement Accounts added to the Trust during any Series or Class of Certificates then outstanding, then, at the option fiscal year of the Depositor and BCI, Additional Transferor by the number of Accounts containing Other Account Receivables may be added in satisfaction of such requirement even if the only Accounts previously included in the Trust are at the beginning of such year exceeds 15% or (b) on a quarterly basis, the percentage derived by dividing the number of New Accounts containing Domestic Inventory Receivables; and providedDealer Replacement Accounts added to the Trust during such calendar quarter by the number of Accounts in the Trust at the beginning of such calendar quarter exceeds 10%, furtherthen the Transferor may continue to add any Accounts to the Trust only if (x) if so provided in a Supplement, that for purposes the Available Subordinated Amount is increased by the aggregate amount of clause (ii) the Receivables in New Accounts and sub-clause Dealer Replacement Accounts, or (y) the Transferor obtains a letter from each of this -------- ------- subsection (a), the Variable Funding (S)2.05Rating Agencies that such action will not result in a downgrade or withdrawal of the then current ratings assigned by each of them to the Investor Certificates of each Series.

Addition of Accounts. (a) IfExcept as otherwise provided in this subsection 2.6(a), all consumer revolving credit card accounts which meet the definition of Automatic Additional Accounts shall be included as Accounts from and after the date upon which such Automatic Additional Accounts come into existence and all Receivables in such Automatic Additional Accounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to the Trust upon purchase by the Transferor. The Transferor, at its option, may at any time, by providing written notice to the Trustee, the Servicer and each Rating Agency, specify a date (the "Suspension Date") as of which the inclusion of Automatic Additional Accounts as Accounts shall be terminated or suspended. Within five Business Days following any Suspension Date, the Transferor shall provide to the Trustee or the bailee of the Trustee a list of all Accounts as of the close Suspension Date (which list may be in the form of -------------------- business on a microfiche or computer file and which shall be incorporated by reference into this Agreement). In the last day event that following any Suspension Date the Transferor desires to resume including Automatic Additional Accounts as Accounts, it will provide at least five Business Days' prior written notice to the Trustee, the Servicer and each Rating Agency of any Collection Periodthe date (the "Resumption Date") upon which such resumption will occur. Within five Business Days following the Resumption Date, the Transferor will provide to the Trustee or the bailee of the Trustee a computer file or microfiche list containing a true and complete list of all consumer revolving credit card accounts which (i) came into existence on or after the Pool Balance applicable Suspension Date, (ii) meet the definition of Automatic Additional Accounts, (iii) have not been included as Accounts on or prior to such Resumption Date pursuant to subsections 2.6(b) or 2.6(c) and (iv) the Transferor does not wish to include as Accounts from and after such Resumption Date. All Automatic Additional Accounts coming into existence on and after the Resumption Date shall be included as Accounts and all Receivables in such Automatic Additional Accounts, whether such Receiv- 49 55 able▇ ▇▇▇ then existing or thereafter created, shall be transferred automatically to the Trust upon purchase by the Transferor. Within five Business Days after the Resumption Date, the Transferor agrees to amend all financing statements relating to the Receivables to reflect such resumption. For all purposes of this Agreement, all receivables of such Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions of "Eligible Receivable" and "Eligible Account." (b) On any day on which the Receivables in Automatic Additional Accounts are to be transferred to the Trust, such Accounts shall be included as Eligible Accounts if such Accounts satisfy the requirements of clauses (a) through (e) of the definition of Eligible Accounts. (c) If the Transferor has elected to terminate or suspend the inclusion of Automatic Additional Accounts and (i) on any Record Date, the Transferor Amount (excluding any portion thereof represented by a Supplemental Certificate) for the related Monthly Period is less than the Required Pool Balance as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the aggregate interest in the Pool Balance represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC is less than 2% of the aggregate amount of Receivables included in the Pool on such last day, then, unless a Liquidation Event has occurred, on or prior to the tenth Business Day following the end of such Collection Period (the "Addition Date")Minimum Transferor Amount, the Depositor shall be required to ------------- purchase from BCI under the Receivables Purchase Agreement (but BCI shall have no obligation to sell to BCRC), and Transferor shall designate additional credit card accounts or any successor credit card account designation accounts (pursuant to an Addition Notice delivered pursuant to Section 2.05(c"Supplemental Accounts") hereof) and transfer to the Trust, the Receivables (and any related Collateral Security) of additional Eligible Accounts of the Depositor to be included as Accounts in a sufficient amount such that, that the Transferor Amount as a percentage of the Aggregate Principal Receivables for such Monthly Period after giving effect to such addition: (x) the Pool Balance as of the close of business on the Addition Date addition is at least equal to the Required Pool Balance and Minimum Transferor Amount, or (yii) on any Record Date, the aggregate amount of Principal Receivables is less than the Minimum Aggregate Principal Receivables, the Transferor shall designate Supplemental Accounts to be included as Accounts in the Pool represented by the BCRC Certificate and any Variable Funding Certificate held by BCRC, is equal to at least 2% of a sufficient amount such that the aggregate amount of Principal Receivables included in will be equal to or greater than the Pool Minimum Aggregate Principal Receivables. Receivables from such Supplemental Accounts shall be transferred to the Trust on or before the tenth Business Day following such Record Date. (d) In addition to its obligation under subsection 2.6(c), if and (z) the Pool shall consist of the same type of Receivables as shall have been included in the Pool prior to such addition (i.e., Domestic Inventory Receivables, Other Account Receivables or both, as the case may be); provided, -------- however, that for so long as the Trustee shall have received (whether in connection ------- with the addition of Accounts at such time Transferor has elected to terminate or in connection with a previous addition of Accounts to the Trust) a letter from each Rating Agency confirming that suspend the inclusion of Accounts relating to Other Account Receivables will not result in the reduction or withdrawal of the rating of any Series or Class of Certificates then outstanding, then, at the option of the Depositor and BCI, Automatic Additional Accounts containing Other Account Receivables may be added in satisfaction of such requirement even if the only Accounts previously included in the Trust are Accounts containing Domestic Inventory Receivables; and provided, further, that for purposes of clause (ii) and sub-clause (y) of this -------- ------- subsection (a)Accounts, the Variable Funding (S)2.05Transferor may upon ten