Addition of Accounts. (a) Discover Funding may be obligated to designate additional accounts under Section 2.10 of the Pooling and Servicing Agreement or may elect to designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either case, Discover Funding may require that Discover Bank designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to Discover Bank, that failure will not be a breach of this Agreement. (b) With respect to any Additional Accounts, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such Additional Accounts for the Due Period in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest error. (c) Discover Bank agrees to provide to Discover Funding such information, certificates, financing statements, opinions and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bank. In the case of Additional Accounts, Discover Bank shall deliver to Discover Funding on the date designated by Discover Funding (i) the Account Schedule required to be delivered pursuant to Section 2.1(b) with respect to such Additional Accounts, (ii) upon request by Discover Funding or the Trustee, a certificate setting forth in reasonable detail the calculation of the estimate of the Finance Charge Receivables in such Additional Accounts and (iii) a duly executed written assignment covering the related Conveyed Assets, substantially in the form of Exhibit A (the “Supplemental Conveyance”).
Appears in 3 contracts
Samples: Receivables Sale and Contribution Agreement (Discover Card Master Trust I), Receivables Sale and Contribution Agreement, Receivables Sale and Contribution Agreement (Discover Card Master Trust I)
Addition of Accounts. (a) Discover Funding may be (i) If, from time to time, Purchaser becomes obligated to designate additional accounts under Section 2.10 Additional Accounts pursuant to subsection 2.08(a) of the Pooling and Servicing Agreement or may elect to designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either case, Discover Funding may require that Discover Bank designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding then Purchaser shall give Discover Bank Chase USA written notice of this requirement to designate Additional Accounts under this Agreement thereof on or before the tenth Business Day prior to the related Addition DateDate therefor, and upon receipt of such notice Chase USA shall on or before the Addition Date designate sufficient Eligible Accounts to be included as Additional Accounts as requested by Purchaser.
(ii) Additionally, Chase USA may, from time to time, at its option, designate newly originated or acquired Eligible Accounts or any other Eligible Accounts to be included as Additional Accounts. If Discover Bank fails Any failure of Chase USA to designate Additional Eligible Accounts in compliance with that notice only because containing a sufficient credit card accounts are amount of Eligible Receivables when requested by Purchaser solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not available to Discover Bank, that failure will not be constitute a breach of this Agreement.
(b) With On the Addition Date with respect to any Additional Accounts, Discover Bank such Additional Accounts shall cause become Accounts and Purchaser shall purchase the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such Additional Accounts for (as of the Due Period in which Additional Cut-Off Date) and the related Purchased Assets, subject to the satisfaction of the following conditions on or prior to such accounts are first designated as Addition Date:
(i) Chase USA shall have delivered to Purchaser copies of UCC financing statements covering such Additional Accounts. Such estimate , if necessary to perfect Purchaser's interest in the Receivables arising therein and the related Purchased Assets;
(ii) as of each of the Additional Cut-Off Date and the Addition Date, no Insolvency Event with respect to Chase USA shall be deemed to be have occurred nor shall the amount transfer of Finance Charge the Receivables billed arising in such the Additional Accounts have been made in such Due Period absent manifest error.contemplation of the occurrence thereof;
(ciii) Discover Bank agrees Chase USA shall have delivered to provide Purchaser an Officer's Certificate, dated the Addition Date, stating that (x) as of the such Addition Date, the Additional Accounts are all Eligible Accounts, (y) the conditions set forth in clauses (i) and (ii) above have been satisfied and (z) Chase USA reasonably believes that (A) the sale by Chase USA to Discover Funding Purchaser of the Receivables arising in the Additional Accounts will not, based on the facts known to such informationofficer at the time of such certification, certificates, financing statements, opinions and other materials as reasonably necessary then or thereafter cause a Pay Out Event to enable Discover Funding to satisfy its obligations occur under Section 2.10 of the Pooling and Servicing Agreement with respect to and (B), no selection procedure was utilized by Chase USA which would result in a selection of Additional Accounts or Participation Interests (from among the available Eligible Accounts owned by Chase USA) that would be materially adverse to the interests of Discover Bank. In Purchaser as of the case Addition Date;
(iv) Chase USA shall have delivered to Purchaser and each Rating Agency an Opinion of Additional AccountsCounsel, Discover Bank which counsel shall deliver be outside counsel, dated the Addition Date, which opinion shall be in substantially the form of Exhibit B hereto; provided that, if Purchaser agrees to Discover Funding on such later date, the date designated by Discover Funding (iOpinion of Counsel described in this subsection 2.02(b)(iv) the Account Schedule shall not be required to be delivered pursuant on the Addition Date, but shall be delivered to Section 2.1(bPurchaser and each Rating Agency within 30 days after the Addition Date;
(v) with Chase USA shall have delivered to Purchaser an Account Schedule including the Additional Accounts;
(vi) With respect to such Additional Accounts, (ii) upon request by Discover Funding or the Trustee, a certificate setting forth in reasonable detail the calculation of the estimate of the Finance Charge Receivables in such Additional Accounts Chase USA and (iii) Purchaser shall have entered into a duly executed written assignment covering the related Conveyed Assets, substantially in the form of Exhibit A (the “"Supplemental Conveyance”"); and
(vii) The addition of such Additional Accounts shall comply with the applicable conditions to the addition of Accounts pursuant to Section 2.08 of the Pooling and Servicing Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Providian Master Trust), Receivables Purchase Agreement (Providian Master Trust)
Addition of Accounts. (a) Discover Funding may be obligated to designate additional accounts under Section 2.10 subsection 2.06(a) of the Pooling and Servicing Agreement or may elect to designate additional accounts or participation interests under subsection 2.06(b) of the Pooling and Servicing Agreement. In either case, Discover Funding may require that Discover Bank BANA designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall must give Discover Bank BANA notice of this requirement to designate Additional Accounts under this Agreement at least four Business Days prior to the related Addition Date. If Discover Bank BANA fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to Discover BankBANA, that failure will not be a breach of this Agreement.
(b) With respect to any Additional AccountsOn each Addition Date, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such related Additional Accounts for will become Accounts if the Due Period in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest error.following conditions have been satisfied:
(ci) Discover Bank agrees on or prior to provide to Discover Funding such informationthat Addition Date, certificates, BANA must have filed all financing statements, opinions amendments of financing statements, and other materials as reasonably necessary continuation statements that are required under subsection 2.01(c);
(ii) on or prior to enable Discover that Addition Date, BANA must have marked its books, records, and computer files to make clear that the Receivables arising in those Additional Accounts and the related Purchased Assets have been sold to Funding under this Agreement and transferred to satisfy its obligations the MTII Trustee under Section 2.10 of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bank. In the case of Additional Accounts, Discover Bank shall deliver to Discover Funding on the date designated by Discover Funding (i) the Account Schedule required to be delivered pursuant to Section 2.1(b) with respect to such Additional Accounts, (ii) upon request by Discover Funding or the Trustee, a certificate setting forth in reasonable detail the calculation of the estimate of the Finance Charge Receivables in such Additional Accounts and Agreement;
(iii) on or prior to that Addition Date, BANA must have delivered to Funding an updated Account Schedule that identifies those Additional Accounts;
(iv) on that Addition Date, BANA must have delivered to Funding an Officer’s Certificate of BANA, dated that Addition Date, certifying that the applicable representations and warranties described in Sections 4.01 and 4.02 are true and correct; and
(v) on that Addition Date, BANA and Funding must have executed a duly executed written assignment covering the related Conveyed Purchased Assets, substantially in the form of Exhibit A (the “Supplemental Conveyance”).
Appears in 2 contracts
Samples: Receivables Purchase Agreement (BA Credit Card Trust), Receivables Purchase Agreement
Addition of Accounts. (a) Discover Funding may be obligated to designate additional accounts under Section 2.10 subsection 2.06(a) of the Pooling and Servicing Transfer Agreement or may elect to designate additional accounts or participation interests under subsection 2.06(b) of the Pooling and Servicing Transfer Agreement. In either case, Discover Funding may require that Discover Bank WFBNA designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall must give Discover Bank WFBNA notice of this requirement to designate Additional Accounts under this Agreement at least four Business Days prior to the related Addition Date. If Discover Bank WFBNA fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to Discover BankWFBNA, that failure will not be a breach of this Agreement.
(b) With respect to any Additional AccountsOn each Addition Date, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such related Additional Accounts for will become Accounts if the Due Period in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest error.following conditions have been satisfied:
(ci) Discover Bank agrees on or prior to provide to Discover Funding such informationthat Addition Date, certificates, WFBNA must have filed all financing statements, opinions amendments of financing statements, and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations continuation statements that are required under Section 2.10 of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bank. In the case of Additional Accounts, Discover Bank shall deliver to Discover Funding on the date designated by Discover Funding (i) the Account Schedule required to be delivered pursuant to Section 2.1(b) with respect to such Additional Accounts, subsection 2.01(c);
(ii) upon request by Discover Funding on or prior to that Addition Date, WFBNA must have marked its books, records, and computer files to make clear that the Trustee, a certificate setting forth Receivables arising in reasonable detail the calculation of the estimate of the Finance Charge Receivables in such those Additional Accounts and the related Purchased Assets have been sold to Funding under this Agreement, transferred to the Issuer under the Transfer Agreement and pledged to the Indenture Trustee under the Indenture as provided in subsection 2.01(d);
(iii) on or prior to that Addition Date, WFBNA must have delivered to Funding an updated Account Schedule that identifies those Additional Accounts as provided in subsection 2.01(e);
(iv) on that Addition Date, WFBNA must have delivered to Funding an Officer’s Certificate of WFBNA, dated that Addition Date, certifying that the applicable representations and warranties described in Sections 4.01 and 4.02 are true and correct; and
(v) on that Addition Date, WFBNA and Funding must have executed a duly executed written assignment covering the related Conveyed Purchased Assets, substantially in the form of Exhibit A (the “Supplemental Conveyance”).
Appears in 2 contracts
Samples: Receivables Purchase Agreement (WF Card Funding LLC), Receivables Purchase Agreement (WF Card Issuance Trust)
Addition of Accounts. (a) Discover Funding may be obligated to If, (i) during any Monthly Period, the Transferor Interest averaged over that period is less than the Minimum Transferor Interest (calculated using the Average Principal Receivables for such Monthly Period as the Aggregate Principal Receivables on the date of determination), Transferor shall designate additional eligible MasterCard or VISA accounts under Section 2.10 (“Additional Accounts”) to be included as Accounts in a sufficient amount such that the average of Transferor Interest as a percentage of the Pooling and Servicing Agreement Average Principal Receivables for such Monthly Period, computed by assuming that the amount of the Average Principal Receivables of such Additional Accounts shall be deemed to be outstanding in the Trust during each day of such Monthly Period, is at least equal to the Minimum Transferor Interest, or may elect to designate additional accounts or participation interests under (ii) on any Record Date the Pooling and Servicing Agreement. In either caseAggregate Principal Receivables is less than the Minimum Aggregate Principal Receivables, Discover Funding may require that Discover Bank Transferor shall designate Additional Accounts to be included as Accounts in a sufficient amount such that the Aggregate Principal Receivables will be equal to or greater than the Minimum Aggregate Principal Receivables. Receivables from such Additional Accounts shall be transferred to Issuer on or before the tenth Business Day following such Monthly Period; provided, however, that to the extent Transferor designates Additional Accounts with Principal Receivables substantially in excess of the amount of Principal Receivables required under this Agreement subsection 2.06(a), such excess shall be deemed to enable Discover Funding to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement to designate be optional Additional Accounts under this Agreement prior subsection 2.06(b) below and will be permitted to be so designated solely to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to Discover Bank, that failure will not be a breach of this Agreementextent permitted by subsection 2.06(b).
(b) With respect In addition to any its obligation under subsection 2.06(a), Transferor may, but shall not be obligated to, designate from time to time certain Additional Accounts (the “Automatic Additional Accounts”) to be included as Accounts, Discover Bank provided that Transferor shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed not make more than one such designation in any one Monthly Period; and provided, further, that such Automatic Additional Accounts for shall not exceed the Due Period in which such accounts are first designated as Additional Accounts. Such estimate Maximum Addition Amount or include Financial Institutions Accounts unless Transferor shall be deemed to be have received the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest errornotice from the Rating Agencies required by subsection 2.06(c)(vii) below.
(c) Discover Bank Transferor agrees that any such transfer of Receivables from Additional Accounts under subsection 2.06(a) or (b) shall satisfy the following conditions (to provide the extent provided below):
(i) on or before the fifth Business Day prior to Discover Funding such information, certificates, financing statements, opinions and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 of the Pooling and Servicing Agreement 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”), Transferor shall give Issuer, Indenture Trustee, each Rating Agency and Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred;
(ii) on or Participation Interests before the Addition Date, Transferor shall have delivered to Indenture Trustee, a written assignment (including an acceptance by Issuer) in substantially the form of Discover Bank. In Exhibit B (the case “Assignment”) and Transferor shall direct Servicer to indicate in its computer files (and to cause FNBO to indicate in its computer files) that the Receivables created in connection with the Additional Accounts have been transferred to Issuer and, within five Business Days thereafter, Servicer shall have delivered to Issuer, with a copy delivered to Indenture Trustee, a true and complete list of all Additional Accounts, Discover Bank shall deliver to Discover Funding on identified by account number and the date designated by Discover Funding (i) the Account Schedule required to be delivered pursuant to Section 2.1(b) with respect to aggregate amount of Receivables in such Additional Accounts, (ii) upon request by Discover Funding as of the Addition Date, which list may take the form of a computer file or the tape, hard copy, compact disc or other tangible medium that is acceptable to Servicer, Issuer and Indenture Trustee, a certificate setting forth in reasonable detail the calculation and which list shall be, as of the estimate date of such Assignment, incorporated into and made a part of such Assignment and this Agreement, and shall be subject to the confidentiality obligations under Section 2.02(c) hereof;
(iii) Transferor shall represent and warrant that (A) each Additional Account is, as of the Addition Date, an Eligible Account, and each Receivable in such Additional Account, is, as of the Addition Date, an Eligible Receivable, (B) no selection procedures believed by Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the Additional Accounts from the available Eligible Accounts (or, in the case of Financial Institutions Accounts, from the available Financial Institutions Accounts constituting Eligible Accounts) and (C) as of the Addition Date, Transferor is not insolvent;
(iv) Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (A) a valid transfer and assignment to Issuer of all right, title and interest of Transferor in and to the Receivables then existing and thereafter created in the Additional Accounts, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by Issuer free and clear of any Lien, except for (1) Liens permitted under subsection 2.05(b), (2) the interest of the Holder of Transferor Interest and (3) Servicer’s right, if any, to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Collection Account, the Principal Account, or any Series Account as provided in the Indenture and any related Indenture Supplement or (B) a grant of a first priority perfected security interest (as defined in the UCC) in such property to Issuer, which is enforceable with respect to then existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to Issuer, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on such Addition Date, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto upon such creation;
(v) Transferor shall deliver an Officer’s Certificate substantially in the form of Schedule 2 to Exhibit B to Issuer and Indenture Trustee (with a copy thereof to each Rating Agency); it being understood that Issuer and 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) Transferor shall deliver an Opinion of Counsel with respect to the Receivables in such the Additional Accounts to Issuer and Indenture Trustee (iiiwith a copy to any of the Rating Agencies which shall have requested in writing such copies) a duly executed written assignment covering the related Conveyed Assets, substantially in the form of Exhibit A F; and
(vii) with respect to Financial Institutions Accounts or Accounts in excess of the “Supplemental Conveyance”)Maximum Addition Amount, Transferor shall have received notice from each Rating Agency that the inclusion of such accounts as Additional Accounts pursuant to subsection 2.06(b) will not result in the reduction or withdrawal of its then existing rating of any Series of Notes then issued and outstanding.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (First National Funding LLC), Transfer and Servicing Agreement (First National Funding LLC)
Addition of Accounts. (a) Discover Funding may be obligated to designate additional accounts under Section 2.10 of the Pooling and Servicing Agreement or may elect to designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either caseExcept for Excluded Accounts, Discover Funding may require that Discover Bank designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice only because sufficient all revolving credit consumer credit card accounts which meet the definition of Additional Accounts shall be included as Accounts from and after the date upon which the Credit Card Originator acquires rights in such Additional Accounts and all Receivables in such Additional Accounts, whether such Receivables are not available then existing or thereafter created, shall be transferred automatically to Discover Bank, that failure will not be a breach the Trust. For all purposes of this Agreement, all receivables of such Additional Accounts shall be treated as Receivables upon the Credit Card Originator acquiring rights therein.
(b) With respect Notwithstanding the foregoing, the Transferor may elect at any time, or may be required pursuant to any Additional Accountssubsection 2.6(g), Discover Bank shall cause to suspend the Master Servicer to prepare a reasonable estimate automatic inclusion in Accounts of the amount of Finance Charge Receivables billed in such new accounts which would otherwise be Additional Accounts for as of any Business Day (the Due Period "Automatic Addition Suspension Date"), or terminate any such inclusion as of any Business Day (an "Automatic Addition Termination Date") until a date (the "Restart Date") to be identified in writing by the Transferor to the Trustee, the Servicer and each Rating Agency at least 10 days prior to such Restart Date. Promptly after an Automatic Addition Suspension Date or any Automatic Addition Termination Date, or a Restart Date, the Transferor and the Trustee agree to execute and the Transferor agrees to record and file at its own expense an amendment to the financing statements referred to in Section 2.1 hereof to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and may, except in connection with any such filing made after a Restart Date, release any security interest in any accounts created after the Automatic Addition Suspension Date or any Automatic Addition Termination Date. In connection with any Restart Date, the Transferor shall take all actions necessary to grant the Trust a valid and perfected security interest in all credit card accounts in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest errorTransferor acquired rights since the preceding Automatic Addition Suspension Date.
(c) Discover Bank agrees If the Transferor has elected to provide terminate or suspend the inclusion of Additional Accounts and (i) on the tenth Business Day prior to Discover Funding any Determination Date, the Transferor Interest for the related Monthly Period is less than the Minimum Transferor Interest, the Transferor shall designate additional credit card accounts ("Supplemental Accounts") to be included as Accounts in a sufficient amount such information, certificates, financing statements, opinions and other materials that the Transferor Interest as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 a percentage of the Pooling Aggregate Principal Receivables for such Monthly Period after giving effect to such addition is at least equal to the Minimum Transferor Interest, or on any Record Date, the Aggregate Principal Receivables is less than the Minimum Aggregate Principal Receivables, the Transferor shall designate Supplemental Accounts to be included as Accounts in a sufficient amount such that the Aggregate Principal Receivables will be equal to or greater than the 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. On any day on which the Receivables in Supplemental Accounts are to be transferred to the Trust, the Receivables in such Accounts shall be included as Eligible Receivables if they satisfy the requirements of the definition of "Eligible Receivables".
(d) In addition to its obligation under subsection 2.6(c), the Transferor may, by giving ten Business Days notice to the Trustee and Servicing Agreement each Rating Agency, but shall not be obligated to, designate from time to time Supplemental Accounts of the Transferor to be included as Accounts.
(e) Unless otherwise specified in a Series Supplement, the Transferor agrees that any such transfer of Receivables from Supplemental Accounts, under subsection 2.6(c) or (d), 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 Additional additions pursuant to subsection 2.6(c) and on or before the twentieth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.6(d) (as applicable, the "Notice Date"), the Transferor shall give the Trustee, each Rating Agency and the Servicer written notice that such Supplemental Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred; (ii) on or Participation Interests before the applicable Addition Date, the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of Discover Bank. In the case Trust for the benefit of the Investor Securityholders) in substantially the form of Exhibit H (the "Assignment") and the Transferor shall have indicated in its computer files that the Receivables created in connection with the Supplemental Accounts have been transferred to the Trust and, within five Business Days thereafter, the Transferor shall have delivered to the Trustee or the bailee of the Trustee a computer file or microfiche list containing a true and complete list of all Supplemental Accounts, identified by account number and the Principal Receivables in such Supplemental Accounts, as of the Addition Date, which computer file or microfiche list shall be as of the date of such Assignment incorporated into and made a part of such Assignment; (iii) the Transferor shall represent and warrant that (x) no selection procedure that is materially adverse to the interests of the Investor Securityholders was utilized in selecting the Supplemental Accounts and (y) as of the applicable Addition Date, the Transferor is not insolvent and will not be rendered insolvent upon the transfer of Receivables to the Trust; (iv) the Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid transfer and assignment to the Trust of all right, title and interest of the Transferor in and to (A) the Receivables then existing and thereafter created and arising in connection with the Accounts and any accounts that meet the definition of Additional Accounts, Discover including, without limitation, all accounts, general intangibles, chattel paper, contract rights, and other obligations of any Obligor with respect to the Receivables, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, (B) all monies and investments due or to become due with respect thereto (including, without limitation, the right to any payment of interest and Finance Charge Receivables, including any Recoveries), (C) all proceeds (as defined in the UCC as in effect in the Relevant UCC State) of such Receivables, (D) the Purchase Agreement and (E) the Bank shall deliver to Discover Funding on Receivables Purchase Agreement, and such Receivables and all proceeds thereof will be held by the date designated by Discover Funding Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (i) Permitted Liens, (ii) the interest of the Transferor as Holder of the Exchangeable Transferor Security and any other Class or Series of Securities and (iii) the Transferor's right, if any, to receive interest accruing on, and investment earnings, if any, in respect of, any Interest Funding Account Schedule required and any Principal Account, the Excess Funding Account or any Series Account as provided in this Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Trust, which is enforceable with respect to then existing Receivables of the Supplemental Accounts, the proceeds (as defined in the UCC as in effect in the Relevant UCC State) thereof upon the conveyance of such Receivables to the Trust, and which will be delivered pursuant enforceable with respect to the Receivables thereafter created in respect of Supplemental Accounts conveyed on such Addition Date and the proceeds (as defined in the UCC as in effect in the Relevant UCC State) thereof upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of a financing statement as described in Section 2.1(b) 2.1 with respect to such Additional AccountsSupplemental Accounts and in the case of the Receivables thereafter created in such Supplemental Accounts and the proceeds (as defined in the UCC as in effect in the Relevant UCC State) thereof, upon such creation, the Trust shall have a first priority perfected security interest in such property, except for Permitted Liens; (v) the Transferor shall deliver to the Trustee an Officer's Certificate substantially in the form of Schedule 2 to Exhibit H confirming the items set forth in paragraph (ii) upon request by Discover Funding or above; (vi) the Trustee, a certificate setting forth in reasonable detail Transferor shall deliver to the calculation Trustee an Opinion of Counsel with respect to the estimate of the Finance Charge Receivables in such Additional the Supplemental Accounts and (iiiwith a copy to the Rating Agencies) a duly executed written assignment covering the related Conveyed Assets, substantially in the form of Exhibit A I; and (vii) the Transferor shall have received written notice from the Rating Agencies that the inclusion of such accounts as Supplemental Accounts pursuant to subsection 2.6(c) or (d), as the case may be, will not result in the reduction or withdrawal of its then existing rating of any Class of any Series of Investor Securities then issued and outstanding and shall have delivered such notice to the Trustee.
(f) The Transferor shall be permitted to designate Additional Accounts with respect to any Monthly Period (the “Supplemental Conveyance”)"Current Monthly Period") prior to the last day of the May 1996 Monthly Period pursuant to subsection 2.6(a) of the Agreement, without limitation, provided, however, that with respect to each Monthly Period beginning with the September 1995 Monthly Period: (i) the arithmetic average for the three Monthly Periods preceding the Current Monthly Period, of the annualized percentage equivalent of a fraction for each respective Monthly Period, the numerator of which is equal to the Default Amount for the respective Monthly Period (provided, however, that the Default Amount with respect to each Default Recognition Date shall be deemed to apply to the Monthly Period ending closest to such Default Recognition Date) and the denominator of which is equal to the average amount of Aggregate Principal Receivables outstanding on each day during such Monthly Period, is less than 6%; (ii) the arithmetic average for the three Monthly Periods preceding the Current Monthly Period, of the percentage (the "Payment Rate Percentage") equivalent of a fraction for each respective Monthly Period, the numerator of which is equal to the amount of Collections received during the respective Monthly Period and the denominator of which is equal to the Aggregate Principal Receivables as of the first day of the respective Monthly Period, is greater than or equal to 6%; or (iii) the weighted average of the Portfolio Yields for each Series then outstanding for the three Monthly Periods preceding the Current Monthly Period minus the weighted average of the Base Rates for each Series then outstanding for such three Monthly Periods (the "Excess Spread Percentage") is greater than or equal to 4%.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Metris Receivables Inc)
Addition of Accounts. (a) Discover Funding may be obligated to If, during any Monthly Period ending on or after the Certificate Trust Termination Date, Transferor Interest averaged over that period is less than the Minimum Transferor Interest (calculated using the Average Principal Receivables for such Monthly Period as the Aggregate Principal Receivables on the date of determination), Transferor shall designate additional eligible MasterCard or VISA accounts under Section 2.10 ("Additional Accounts") to be included as Accounts in a sufficient amount such that the average of Transferor Interest as a percentage of the Pooling and Servicing Agreement or may elect to designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either caseAverage Principal Receivables for such Monthly Period, Discover Funding may require computed by assuming that Discover Bank designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to Discover Bank, that failure will not be a breach of this Agreement.
(b) With respect to any Additional Accounts, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge the Average Principal Receivables billed in of such Additional Accounts for the Due Period in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be outstanding in the amount Trust during each day of Finance Charge Receivables billed such Monthly Period, is at least equal to the Minimum Transferor Interest. For purposes of the preceding sentence, the terms "Transferor Interest" and "Minimum Transferor Interest" shall have the meanings assigned to such terms in such Additional Accounts in such Due Period absent manifest error.
(c) Discover Bank agrees to provide to Discover Funding such information, certificates, financing statements, opinions and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 of the Pooling and Servicing Agreement with respect to any day prior to the Certificate Trust Termination Date. Receivables from such Additional Accounts shall be transferred to Issuer on or Participation Interests before the tenth Business Day following such Monthly Period; provided, however, that to the extent Transferor designates Additional Accounts with Principal Receivables substantially in excess of Discover Bank. the amount of Principal Receivables required under this subsection 2.06(a), such excess shall be deemed to be optional Additional Accounts under subsection 2.06(b) below and will be permitted to be so designated solely to the extent permitted by subsection 2.06(b).
(b) In addition to its obligation under subsection 2.06(a), Transferor may, but shall not be obligated to, designate from time to time certain Additional Accounts (the case "Automatic Additional Accounts") to be included as Accounts, provided that Transferor shall not make more than one such designation in any one Monthly Period; and provided, further, that such Automatic Additional Accounts shall not exceed the Maximum Addition Amount or include Financial Institutions Accounts unless Transferor shall have received the notice from the Rating Agencies required by subsection 2.06(c)(vii) below.
(c) 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"), Transferor shall give Issuer, Indenture Trustee, each Rating Agency and Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred;
(ii) on or before the Addition Date, Transferor shall have delivered to Indenture Trustee, a written assignment (including an acceptance by Issuer) in substantially the form of Exhibit B (the "Assignment") and Transferor shall direct Servicer to indicate in its computer files (and to cause FNBO to indicate in its computer files) that the Receivables created in connection with the Additional Accounts have been transferred to Issuer and, within five Business Days thereafter, Servicer shall have delivered to Issuer, with a copy delivered to Indenture Trustee, a computer file or microfiche list containing a true and complete list of all Additional Accounts, Discover Bank shall deliver to Discover Funding on identified by account number and the date designated by Discover Funding (i) aggregate amount of the Account Schedule required to be delivered pursuant to Section 2.1(b) with respect to Receivables in such Additional Accounts, (ii) upon request by Discover Funding or the Trustee, a certificate setting forth in reasonable detail the calculation as of the estimate Addition Date, which computer file or microfiche list shall be as of the date of such Assignment, shall be incorporated into and made a part of such Assignment and this Agreement, and shall be subject to the confidentiality obligations under Section 2.02 hereof;
(iii) Transferor shall represent and warrant that (A) each Additional Account is, as of the Addition Date, an Eligible Account, and each Receivable in such Additional Account, is, as of the Addition Date, an Eligible Receivable, (B) no selection procedures believed by Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the Additional Accounts from the available Eligible Accounts (or, in the case of Financial Institutions Accounts, from the available Financial Institutions Accounts constituting Eligible Accounts) and (C) as of the Addition Date, Transferor is not insolvent;
(iv) Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (A) a valid transfer and assignment to Issuer of all right, title and interest of Transferor in and to the Receivables then existing and thereafter created in the Additional Accounts, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by Issuer free and clear of any Lien, except for (1) Liens permitted under subsection 2.05(b), (2) the interest of the Holder of Transferor Interest and (3) Servicer's right, if any, to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Collection Account, the Principal Account, or any Series Account as provided in the Indenture and any related Indenture Supplement or (B) a grant of a first priority perfected security interest (as defined in the UCC) in such property to Issuer, which is enforceable with respect to then existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to Issuer, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on such Addition Date, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto upon such creation;
(v) Transferor shall deliver an Officer's Certificate substantially in the form of Schedule 2 to Exhibit B to Issuer and Indenture Trustee (with a copy thereof to each Rating Agency); it being understood that Issuer and 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) Transferor shall deliver an Opinion of Counsel with respect to the Receivables in such the Additional Accounts to Issuer and Indenture Trustee (iiiwith a copy to any of the Rating Agencies which shall have requested in writing such copies) a duly executed written assignment covering the related Conveyed Assets, substantially in the form of Exhibit A E; and
(vii) with respect to Financial Institutions Accounts or Accounts in excess of the “Supplemental Conveyance”)Maximum Addition Amount, Transferor shall have received notice from each Rating Agency that the inclusion of such accounts as Additional Accounts pursuant to subsection 2.06(b) will not result in the reduction or withdrawal of its then existing rating of any Series of Notes then issued and outstanding.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (First Bankcard Master Credit Card Trust)
Addition of Accounts. (a) Discover Funding may be obligated to designate additional accounts under Section 2.10 of the Pooling and Servicing Agreement or may elect to designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either caseExcept for Excluded Accounts, Discover Funding may require that Discover Bank designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice only because sufficient all revolving credit consumer credit card accounts which meet the definition of Additional Accounts shall be included as Accounts from and after the date upon which the Credit Card Originator acquires rights in such Additional Accounts and all Receivables in such Additional Accounts, whether such Receivables are not available then existing or thereafter created, shall be transferred automatically to Discover Bank, that failure will not be a breach the Trust. For all purposes of this Agreement, all receivables of such Additional Accounts shall be treated as Receivables upon the Credit Card Originator acquiring rights therein.
(b) With respect Notwithstanding the foregoing, the Transferor may elect at any time, or may be required pursuant to any Additional Accountssubsection 2.6(g), Discover Bank shall cause to suspend the Master Servicer to prepare a reasonable estimate automatic inclusion in Accounts of the amount of Finance Charge Receivables billed in such new accounts which would otherwise be Additional Accounts for as of any Business Day (the Due Period "Automatic Addition Suspension Date"), or terminate any such inclusion as of any Business Day (an "Automatic Addition Termination Date") until a date (the "Restart Date") to be identified in writing by the Transferor to the Trustee, the Servicer and each Rating Agency at least 10 days prior to such Restart Date. Promptly after an Automatic Addition Suspension Date or any Automatic Addition Termination Date, or a Restart Date, the Transferor and the Trustee agree to execute and the Transferor agrees to record and file at its own expense an amendment to the financing statements referred to in Section 2.1 hereof to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and may, except in connection with any such filing made after a Restart Date, release any security interest in any accounts created after the Automatic Addition Suspension Date or any Automatic Addition Termination Date. In connection with any Restart Date, the Transferor shall take all actions necessary to grant the Trust a valid and perfected security interest in all credit card accounts in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest errorTransferor acquired rights since the preceding Automatic Addition Suspension Date.
(c) Discover Bank agrees If the Transferor has elected to provide terminate or suspend the inclusion of Additional Accounts and (i) on the tenth Business Day prior to Discover Funding any Determination Date, the Transferor Interest for the related Monthly Period is less than the Minimum Transferor Interest, the Transferor shall designate additional credit card accounts ("Supplemental Accounts") to be included as Accounts in a sufficient amount such information, certificates, financing statements, opinions and other materials that the Transferor Interest as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 a percentage of the Pooling Aggregate Principal Receivables for such Monthly Period after giving effect to such addition is at least equal to the Minimum Transferor Interest, or on any Record Date, the Aggregate Principal Receivables is less than the Minimum Aggregate Principal Receivables, the Transferor shall designate Supplemental Accounts to be included as Accounts in a sufficient amount such that the Aggregate Principal Receivables will be equal to or greater than the 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. On any day on which the Receivables in Supplemental Accounts are to be transferred to the Trust, the Receivables in such Accounts shall be included as Eligible Receivables if they satisfy the requirements of the definition of "Eligible Receivables".
(d) In addition to its obligation under subsection 2.6(c), the Transferor may, by giving ten Business Days notice to the Trustee and Servicing Agreement each Rating Agency, but shall not be obligated to, designate from time to time Supplemental Accounts of the Transferor to be included as Accounts.
(e) Unless otherwise specified in a Series Supplement, the Transferor agrees that any such transfer of Receivables from Supplemental Accounts, under subsection 2.6(c) or (d), 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 Additional additions pursuant to subsection 2.6(c) and on or before the twentieth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.6(d) (as applicable, the "Notice Date"), the Transferor shall give the Trustee, each Rating Agency and the Servicer written notice that such Supplemental Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred;
(ii) on or Participation Interests before the applicable Addition Date, the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of Discover Bank. In the case Trust for the benefit of the Investor Securityholders) in substantially the form of Exhibit H (the "Assignment") and the Transferor shall have indicated in its computer files that the Receivables created in connection with the Supplemental Accounts have been transferred to the Trust and, within five Business Days thereafter, the Transferor shall have delivered to the Trustee or the bailee of the Trustee a computer file or microfiche list containing a true and complete list of all Supplemental Accounts, identified by account number and the Principal Receivables in such Supplemental Accounts, as of the Addition Date, which computer file or microfiche list shall be as of the date of such Assignment incorporated into and made a part of such Assignment;
(iii) the Transferor shall represent and warrant that (x) no selection procedure that is materially adverse to the interests of the Investor Securityholders was utilized in selecting the Supplemental Accounts and (y) as of the applicable Addition Date, the Transferor is not insolvent and will not be rendered insolvent upon the transfer of Receivables to the Trust;
(iv) the Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid transfer and assignment to the Trust of all right, title and interest of the Transferor in and to (A) the Receivables then existing and thereafter created and arising in connection with the Accounts and any accounts that meet the definition of Additional Accounts, Discover including, without limitation, all accounts, general intangibles, chattel paper, contract rights, and other obligations of any Obligor with respect to the Receivables, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, (B) all monies and investments due or to become due with respect thereto (including, without limitation, the right to any payment of interest and Finance Charge Receivables, including any Recoveries), (C) all proceeds (as defined in the UCC as in effect in the Relevant UCC State) of such Receivables, (D) the Purchase Agreement and (E) the Bank shall deliver to Discover Funding on Receivables Purchase Agreement, and such Receivables and all proceeds thereof will be held by the date designated by Discover Funding Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (i) Permitted Liens, (ii) the interest of the Transferor as Holder of the Exchangeable Transferor Security and any other Class or Series of Securities and (iii) the Transferor's right, if any, to receive interest accruing on, and investment earnings, if any, in respect of, any Interest Funding Account Schedule required and any Principal Account, the Excess Funding Account or any Series Account as provided in this Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Trust, which is enforceable with respect to then existing Receivables of the Supplemental Accounts, the proceeds (as defined in the UCC as in effect in the Relevant UCC State) thereof upon the conveyance of such Receivables to the Trust, and which will be delivered pursuant enforceable with respect to the Receivables thereafter created in respect of Supplemental Accounts conveyed on such Addition Date and the proceeds (as defined in the UCC as in effect in the Relevant UCC State) thereof upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of a financing statement as described in Section 2.1(b) 2.1 with respect to such Additional AccountsSupplemental Accounts and in the case of the Receivables thereafter created in such Supplemental Accounts and the proceeds (as defined in the UCC as in effect in the Relevant UCC State) thereof, upon such creation, the Trust shall have a first priority perfected security interest in such property, except for Permitted Liens;
(v) the Transferor shall deliver to the Trustee an Officer's Certificate substantially in the form of Schedule 2 to Exhibit H confirming the items set forth in paragraph (ii) upon request by Discover Funding or above;
(vi) the Trustee, a certificate setting forth in reasonable detail Transferor shall deliver to the calculation Trustee an Opinion of Counsel with respect to the estimate of the Finance Charge Receivables in such Additional the Supplemental Accounts and (iiiwith a copy to the Rating Agencies) a duly executed written assignment covering the related Conveyed Assets, substantially in the form of Exhibit A I; and
(vii) the Transferor shall have received written notice from the Rating Agencies that the inclusion of such accounts as Supplemental Accounts pursuant to subsection 2.6(c) or (d), as the case may be, will not result in the reduction or withdrawal of its then existing rating of any Class of any Series of Investor Securities then issued and outstanding and shall have delivered such notice to the Trustee.
(f) The Transferor shall be permitted to designate Additional Accounts with respect to any Monthly Period (the “Supplemental Conveyance”)."Current Monthly Period") prior to the last day of the May 1996 Monthly Period pursuant to subsection 2.6(a) of the Agreement, without limitation, provided, however, that with respect to each Monthly Period beginning with the September 1995 Monthly Period:
(i) the arithmetic average for the three Monthly Periods preceding the Current Monthly Period, of the annualized percentage equivalent of a fraction for each respective Monthly Period, the numerator of which is equal to the Default Amount for the respective Monthly Period (provided, however, that the Default Amount with respect to each Default Recognition Date shall be deemed to apply to the Monthly Period ending closest to such Default Recognition Date) and the denominator of which is equal to the average amount of Aggregate Principal Receivables outstanding on each day during such Monthly Period, is less than 6%;
(ii) the arithmetic average for the three Monthly Periods preceding the Current Monthly Period, of the percentage (the "Payment Rate Percentage") equivalent of a fraction for each respective Monthly Period, the numerator of which is equal to the amount of Collections received during the respective Monthly Period and the denominator of which is equal to the Aggregate Principal Receivables as of the first day of the respective Monthly Period, is greater than or equal to 6%; or
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Metris Companies Inc)
Addition of Accounts. (a) Discover Funding may If, as of the close of business on a Determination Day, the Pool Balance is less than the Required Pool Balance as determined on the following Reporting Day (after giving effect to the calculations, allocations, distributions and adjustments to be obligated made on the following Distribution Day), the Seller shall, on or prior to the close of business on the tenth day following such Reporting Day designate Seller Credit Card Accounts to be included as Additional Accounts or add participations representing undivided interests in or securities backed by a pool of assets consisting primarily of credit card receivables and collections thereon (“Participations”) if not prohibited under any Series Purchase Agreement, in each case as of such Reporting Day or any earlier date and Transfer undivided co-ownership interests in the related Account Assets to the Co-Owners and, if applicable, Credit Enhancement Providers such that, after giving effect to such addition, the Pool Balance as of the close of business on such day is at least equal to the Required Pool Balance. The inclusion of Participations shall be
(i) effected by an amendment by the Seller and the Custodian of this Agreement which will not require the consent or approval of any Co-Owners, and
(ii) subject to the satisfaction of the Rating Agency Condition with respect to all Series. The failure of the Seller to designate additional accounts under Seller Credit Card Accounts as Additional Accounts or Participations and Transfer undivided ownership interests in the related Account Assets to the Co-Owners and, if applicable, Credit Enhancement Providers as provided in this Section 2.10 solely as a result of the Pooling and Servicing unavailability of a sufficient amount of Receivables or Participations shall not constitute a breach of this Agreement, but shall result in the occurrence of an Amortization Event in respect of a Series if the related Series Purchase Agreement or so provides.
(b) The Seller may elect from time to time, in its sole discretion, subject to the conditions specified in Section 2.07(c) voluntarily designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either case, Discover Funding may require that Discover Bank designate Seller Credit Card Accounts to be included as Additional Accounts under this Agreement as of the applicable Addition Date and Transfer to enable Discover Funding the Co-Owners and, if applicable, Credit Enhancement Providers undivided ownership interests in the Account Assets of such Additional Accounts.
(c) An undivided ownership interest in the Account Assets of an Additional Account shall be Transferred to satisfy that obligation the Co-Owners and, if applicable, Credit Enhancement Providers, effective on the date (the “Addition Date”) and as of the Addition Cut-Off Date, in each case as specified by the Seller in a written notice (the “Addition Notice”) delivered by the Seller to the Co-Owners, the Custodian, the Servicer, Credit Enhancement Providers, if applicable, and each Rating Agency on or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement before the fifth Business Day prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice , only because sufficient credit card accounts if the following conditions are not available to Discover Bank, that failure will not be a breach of this Agreement.satisfied:
(b) With respect to any Additional Accounts, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such Additional Accounts for the Due Period in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest error.
(c) Discover Bank agrees to provide to Discover Funding such information, certificates, financing statements, opinions and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bank. In the case of Additional Accounts, Discover Bank shall deliver to Discover Funding on the date designated by Discover Funding (i) the Seller shall have given the Custodian, the Servicer and each Rating Agency an appropriate Addition Notice (unless such notice requirement is otherwise waived by such Persons) in accordance with this Section;
(ii) the Additional Account Schedule shall be an Eligible Account as of the related Addition Cut-Off Date;
(iii) to the extent required to be delivered pursuant to by Section 2.1(b) 5.02, the Servicer shall have deposited in the Collection Account all Collections with respect to such Additional AccountsAccount since the Addition Cut-Off Date;
(iv) as of each of the Addition Cut-Off Date and the Addition Date, the Seller was not insolvent, shall not have been made insolvent by the Transfer resulting from the designation of such Additional Account and is not aware of any pending insolvency;
(iiv) upon request the addition of such Additional Account shall not result in the occurrence of an Amortization Event in respect of any Series;
(vi) the sum of (A) the aggregate amount of Principal Receivables as of the proposed Addition Cut-Off Date in the Seller Credit Card Accounts designated by Discover Funding or the Trustee, a certificate setting Seller in the Addition Notice and (B) the aggregate amount of Principal Receivables in Seller Credit Card Accounts as of the applicable Addition Cut-Off Date(s) added as Additional Accounts during the three month period preceding the proposed Addition Cut-Off Date set forth in reasonable detail the calculation such Addition Notice, shall not exceed 15% of the estimate aggregate Invested Amounts of all Series determined as of the Finance Charge Determination Day immediately preceding such three month period;
(vii) the sum of (A) the aggregate amount of Principal Receivables as of the proposed Addition Cut-Off Date in the Seller Credit Card Accounts designated by the Seller in the Addition Notice, and (B) the aggregate amount of Principal Receivables in Seller Credit Card Accounts as of the applicable Addition Cut-Off Date(s) added as Additional Accounts during the 12 month period preceding the proposed Addition Cut-Off Date set forth in such Addition Notice shall not exceed 20%, or such lower percentage as may be specified in any Series Purchase Agreement, of the aggregate Invested Amounts of all Series determined as of the Determination Day immediately preceding such 12 month period or if such day precedes the date of the Original Pooling and Servicing Agreement, the aggregate Initial Invested Amount of all Series outstanding on the date of the Original Pooling and Servicing Agreement;
(viii) the Seller shall have delivered to the Custodian an Officer’s Certificate (upon which, in the absence of knowledge to the contrary, it shall be entitled conclusively to rely without making inquiries with regard to the matters set forth therein and without liability in so relying), dated as of the Addition Date, confirming that, to the extent applicable,
(A) the items set forth in Sections 2.07(c)(ii) through (iv) and 2.07(c)(vi) and (vii) (if applicable), above, are true and correct in all material respects as of the Addition Date and, in the case of the items set forth in Sections 2.07(c)(ii) and (iv), as of the Addition Cut-Off Date;
(B) the Seller reasonably believes that the addition of such Additional Account will not result in the occurrence of an Amortization Event in respect of any Series; and
(C) the Seller has complied with all requirements of this Agreement in respect of the Transfer of Account Assets in such Additional Accounts Account;
(ix) the Seller shall have delivered to the Custodian, each Co-Owner, each Credit Enhancement Provider and (iii) a duly executed written assignment covering the related Conveyed Assets, each Rating Agency an Opinion of Counsel substantially in the form of Exhibit A “B” or such other form as satisfies the Rating Agency Condition with respect to all Series; and
(x) the “Supplemental Conveyance”)Rating Agency Condition with respect to all Series and the Related Securities shall have been satisfied in respect of the proposed addition of Accounts.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Golden Credit Card Trust)
Addition of Accounts. (a) Discover Funding If, as of the close of business on the last day of any Collection Period, the Pool Balance on such day is less than the Required 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 (including pursuant to the terms of any Supplement relating to excess funding accounts or other arrangements corresponding to excess funding accounts involving fluctuating levels of investments in Principal Receivables)), then the Seller shall, within 10 Business Days following the end of such Collection Period, Transfer to the Custodian, the Account Assets of additional designated Eligible Accounts of the Seller to be included as Accounts in a sufficient amount such that after giving effect to such addition the Pool Balance as of the close of business on the Addition Date is at least equal to such Required Participation Amount. The Seller shall satisfy the conditions specified in Section 2.05(d) in designating such Additional Accounts and Transferring the related Account Assets to the Custodian. The failure of the Seller to Transfer Account Assets to the Custodian 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 any such failure will nevertheless result in the occurrence of an Early Amortization Event described in Section 9.01(a).
(b) The Seller may be obligated from time to time, at its sole discretion, subject to the conditions specified in Section 2.05(d), voluntarily designate additional accounts under Eligible Accounts to be included as Accounts and Transfer to the Custodian the Account Assets of such Additional Accounts.
(c) Account Assets from such Additional Accounts shall be Transferred to the Custodian, effective on a date (the "Addition Date") specified in a written notice provided by the Seller (or the Servicer on its behalf) to the Custodian, 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").
(d) The Seller shall be permitted to Transfer to the Custodian the Account Assets of any Additional Accounts designated by the Seller as such pursuant to Section 2.10 2.05(a) or (b) only upon satisfaction of each of the Pooling and Servicing Agreement following conditions on or may elect to designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either case, Discover Funding may require that Discover Bank designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to Discover Bank, that failure will not be a breach of this Agreement.:
(b) With respect to any Additional Accounts, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such Additional Accounts for the Due Period in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest error.
(c) Discover Bank agrees to provide to Discover Funding such information, certificates, financing statements, opinions and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bank. In the case of Additional Accounts, Discover Bank shall deliver to Discover Funding on the date designated by Discover Funding (i) the Account Schedule Seller shall have provided the Custodian, 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 Custodian a duly executed Assignment and the computer file, microfiche or written list required to be delivered pursuant to Section 2.1(b2.01;
(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, Accounts since the Additional Cut-Off Date;
(iiv) upon request (A) no selection procedures believed by Discover Funding or the Trustee, a certificate setting forth in reasonable detail Seller to be adverse to the calculation interests of the estimate Investor Master Custodial Certificateholders and Enhancement Providers were used in selecting such Additional Accounts; (B) the file, microfiche or list of Additional Accounts delivered pursuant to clause (iii) above is true and correct in all material respects as of the Finance Charge Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, the Seller was not insolvent, will not have been made insolvent by such Transfer and is not aware of any pending insolvency;
(vi) the Rating Agency Condition shall have been satisfied with respect to such addition of Additional Accounts;
(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 Custodian and any Enhancement Providers a certificate of a Vice President or more senior officer (upon which, in the absence of knowledge to the contrary, they shall be entitled conclusively to rely without making inquiries with regard to the matters set forth therein and without liability in so relying) confirming (A) the items set forth in paragraphs (ii) through (vii) above and (iiiB) a duly executed written assignment covering that the related Conveyed AssetsSeller 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 Custodian, the Rating Agencies, any Agent and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts substantially in the form of Exhibit A D2 and (B) except in the “Supplemental Conveyance”case of an addition required by Section 2.05(a), a Tax Opinion with respect to such addition.
(e) The Seller by Transferring the Account Assets of any Additional Account shall be deemed to have represented and warranted to the Custodian and any Enhancement Providers 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 Custodian or any Enhancement Providers of a breach of the foregoing representation and warranty, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers.
Appears in 1 contract
Samples: Master Custodial and Servicing Agreement (Chrysler Financial Corp)
Addition of Accounts. (a) Discover Funding may If, as of the close of business on a Determination Day, the Pool Balance is less than the Required Pool Balance as determined on the following Reporting Day (after giving effect to the calculations, allocations, distributions and adjustments to be obligated made on the following Distribution Day), the Seller shall, on or prior to the close of business on the tenth day following such Reporting Day designate Seller Credit Card Accounts to be included as Additional Accounts or add participations representing undivided interests in or securities backed by a pool of assets consisting primarily of credit card receivables and collections thereon (“Participations”) if not prohibited under any Series Purchase Agreement, in each case as of such Reporting Day or any earlier date and Transfer undivided co-ownership interests in the related Account Assets to the Co-Owners and, if applicable, Credit Enhancement Providers such that, after giving effect to such addition, the Pool Balance as of the close of business on such day is at least equal to the Required Pool Balance. The inclusion of Participations shall be
(i) effected by an amendment by the Seller and the Custodian of this Agreement which will not require the consent or approval of any Co-Owners, and
(ii) subject to the satisfaction of the Rating Agency Condition with respect to all Series. The failure of the Seller to designate additional accounts under Seller Credit Card Accounts as Additional Accounts or Participations and Transfer undivided ownership interests in the related Account Assets to the Co-Owners and, if applicable, Credit Enhancement Providers as provided in this Section 2.10 solely as a result of the Pooling and Servicing unavailability of a sufficient amount of Receivables or Participations shall not constitute a breach of this Agreement, but shall result in the occurrence of an Amortization Event in respect of a Series if the related Series Purchase Agreement or so provides.
(b) The Seller may elect from time to time, in its sole discretion, subject to the conditions specified in Section 2.07(c) voluntarily designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either case, Discover Funding may require that Discover Bank designate Seller Credit Card Accounts to be included as Additional Accounts under this Agreement as of the applicable Addition Date and Transfer to enable Discover Funding the Co-Owners and, if applicable, Credit Enhancement Providers undivided ownership interests in the Account Assets of such Additional Accounts.
(c) An undivided ownership interest in the Account Assets of an Additional Account shall be Transferred to satisfy that obligation the Co-Owners and, if applicable, Credit Enhancement Providers, effective on the date (the “Addition Date”) and as of the Addition Cut- Off Date, in each case as specified by the Seller in a written notice (the “Addition Notice”) delivered by the Seller to the Co-Owners, the Custodian, the Servicer, Credit Enhancement Providers, if applicable, and each Rating Agency on or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement before the fifth Business Day prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice , only because sufficient credit card accounts if the following conditions are not available to Discover Bank, that failure will not be a breach of this Agreement.satisfied:
(b) With respect to any Additional Accounts, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such Additional Accounts for the Due Period in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest error.
(c) Discover Bank agrees to provide to Discover Funding such information, certificates, financing statements, opinions and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bank. In the case of Additional Accounts, Discover Bank shall deliver to Discover Funding on the date designated by Discover Funding (i) the Seller shall have given the Custodian, the Servicer and each Rating Agency an appropriate Addition Notice (unless such notice requirement is otherwise waived by such Persons) in accordance with this Section;
(ii) the Additional Account Schedule shall be an Eligible Account as of the related Addition Cut-Off Date;
(iii) to the extent required to be delivered pursuant to by Section 2.1(b) 5.02, the Servicer shall have deposited in the Collection Account all Collections with respect to such Additional AccountsAccount since the Addition Cut-Off Date;
(iv) as of each of the Addition Cut-Off Date and the Addition Date, the Seller was not insolvent, shall not have been made insolvent by the Transfer resulting from the designation of such Additional Account and is not aware of any pending insolvency;
(iiv) upon request the addition of such Additional Account shall not result in the occurrence of an Amortization Event in respect of any Series;
(vi) the sum of (A) the aggregate amount of Principal Receivables as of the proposed Addition Cut-Off Date in the Seller Credit Card Accounts designated by Discover Funding or the Trustee, a certificate setting Seller in the Addition Notice and (B) the aggregate amount of Principal Receivables in Seller Credit Card Accounts as of the applicable Addition Cut- Off Date(s) added as Additional Accounts during the three month period preceding the proposed Addition Cut-Off Date set forth in reasonable detail the calculation such Addition Notice, shall not exceed 15% of the estimate aggregate Invested Amounts of all Series determined as of the Finance Charge Determination Day immediately preceding such three month period;
(vii) the sum of (A) the aggregate amount of Principal Receivables as of the proposed Addition Cut-Off Date in the Seller Credit Card Accounts designated by the Seller in the Addition Notice, and (B) the aggregate amount of Principal Receivables in Seller Credit Card Accounts as of the applicable Addition Cut- Off Date(s) added as Additional Accounts during the 12 month period preceding the proposed Addition Cut-Off Date set forth in such Addition Notice shall not exceed 20%, or such lower percentage as may be specified in any Series Purchase Agreement, of the aggregate Invested Amounts of all Series determined as of the Determination Day immediately preceding such 12 month period or if such day precedes the date of the Original Pooling and Servicing Agreement, the aggregate Initial Invested Amount of all Series outstanding on the date of the Original Pooling and Servicing Agreement;
(viii) the Seller shall have delivered to the Custodian an Officer’s Certificate (upon which, in the absence of knowledge to the contrary, it shall be entitled conclusively to rely without making inquiries with regard to the matters set forth therein and without liability in so relying), dated as of the Addition Date, confirming that, to the extent applicable,
(A) the items set forth in Sections 2.07(c)(ii) through (iv) and 2.07(c)(vi) and (vii) (if applicable), above, are true and correct in all material respects as of the Addition Date and, in the case of the items set forth in Sections 2.07(c)(ii) and (iv), as of the Addition Cut-Off Date;
(B) the Seller reasonably believes that the addition of such Additional Account will not result in the occurrence of an Amortization Event in respect of any Series; and
(C) the Seller has complied with all requirements of this Agreement in respect of the Transfer of Account Assets in such Additional Accounts Account;
(ix) the Seller shall have delivered to the Custodian, each Co-Owner, each Credit Enhancement Provider and (iii) a duly executed written assignment covering the related Conveyed Assets, each Rating Agency an Opinion of Counsel substantially in the form of Exhibit A “B” or such other form as satisfies the Rating Agency Condition with respect to all Series; and
(x) the “Supplemental Conveyance”)Rating Agency Condition with respect to all Series and the Related Securities shall have been satisfied in respect of the proposed addition of Accounts.
Appears in 1 contract
Samples: Pooling and Servicing Agreement
Addition of Accounts. (a) Discover Funding may be obligated to designate additional accounts under Section 2.10 of The Seller and the Pooling and Servicing Agreement or may elect to designate additional accounts or participation interests under Purchaser agree that until the Pooling and Servicing Agreement. In either casePurchase Termination Date, Discover Funding may require that Discover Bank designate Additional all newly arising Eligible Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available to Discover Bank, that failure will not be a breach of this Agreement.
(b) With respect to any Additional Accounts, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate of the amount of Finance Charge Receivables billed in such Additional Accounts for the Due Period in which such accounts are first designated as Additional Accounts. Such estimate shall be deemed to be have been designated for inclusion as Accounts as of the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest error.
(c) Discover Bank date on which they are created or otherwise arise. Seller agrees to provide to Discover Funding 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 Discover Funding the Purchaser to satisfy its obligations under Section 2.10 2.6 of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bankthe Seller. In connection with the case 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 Addition Date: no selection procedures believed by the Seller to be materially adverse to the interests of the Purchaser or the Investor Certificateholders were utilized in selecting the Additional Accounts from the Originator Portfolio and that as of the Addition Date, the Seller is not insolvent; the Conveyance of the applicable Receivables to the Trust constitutes either (x) a valid sale to the Purchaser of all right, title and interest of the Seller in and to the Receivables then existing and thereafter created from time to time in the Additional Accounts, Discover Bank shall deliver all monies due or to Discover Funding on the date designated by Discover Funding (i) the Account Schedule required to be delivered pursuant to Section 2.1(b) become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and all proceeds of the foregoing and such property will be 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 (y) a grant of a security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the 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 all proceeds of the foregoing, upon the Conveyance of such Receivables to the Purchaser, and which will be enforceable with respect to the Receivables thereafter created from time 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, and all proceeds of the foregoing upon such creation; and (z) if the Conveyance of such Receivables constitutes the grant of a security interest to the Purchaser in such property, the Trust shall have a first priority perfected security interest in all Receivables then existing or thereafter created from time to time in such Additional Accounts, (ii) upon request by Discover Funding all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the TrusteeReceivables, a certificate setting forth in reasonable detail the calculation and proceeds of the estimate foregoing, upon the creation of such property, (subject to Section 9-315 of the Finance Charge Receivables UCC as in effect in any applicable jurisdiction), free and clear of any Lien (other than Permitted Liens) of any Person claiming through or under the Seller or any of its Affiliates; and each Additional Account is an Eligible Account, and each Receivable in such Additional Accounts and (iii) a duly executed written assignment covering the related Conveyed Assets, substantially in the form of Exhibit A (the “Supplemental Conveyance”)Account is an Eligible Receivable.
Appears in 1 contract
Addition of Accounts. (a) Discover Funding may be obligated to designate additional accounts under Section 2.10 of the Pooling and Servicing Agreement or may elect to designate additional accounts or participation interests under the Pooling and Servicing Agreement. In either caseExcept as otherwise provided in this subsection 2.6(a), Discover Funding may require that Discover Bank designate Additional Accounts under this Agreement to enable Discover Funding to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement to designate Additional Accounts under this Agreement prior to the related Addition Date. If Discover Bank fails to designate Additional Accounts in compliance with that notice only because sufficient 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 Suspension Date (which list may be in the form of a microfiche or computer file and which shall be incorporated by reference into this Agreement). In the 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 the 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 applicable Suspension Date, (ii) meet the definition of Automatic Additional Accounts, (iii) have not available been included as Accounts on or prior to Discover Banksuch 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, that failure will not whether such Receiv- 49 55 ablex xxx then existing or thereafter created, shall be a breach 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) With respect On any day on which the Receivables in Automatic Additional Accounts are to any Additional Accountsbe transferred to the Trust, Discover Bank such Accounts shall cause be included as Eligible Accounts if such Accounts satisfy the Master Servicer to prepare a reasonable estimate requirements of clauses (a) through (e) of the amount definition of Finance Charge Receivables billed in such Additional Accounts for the Due Period in which such accounts are first designated as Additional Eligible Accounts. Such estimate shall be deemed to be the amount of Finance Charge Receivables billed in such Additional Accounts in such Due Period absent manifest error.
(c) Discover Bank agrees If the Transferor has elected to provide to Discover Funding such information, certificates, financing statements, opinions and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 terminate or suspend the inclusion of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bank. In the case of Additional Accounts, Discover Bank shall deliver to Discover Funding on the date designated by Discover Funding (i) the Account Schedule required to be delivered pursuant to Section 2.1(b) with respect to such Additional Accounts, (ii) upon request by Discover Funding or the Trustee, a certificate setting forth in reasonable detail the calculation of the estimate of the Finance Charge Receivables in such Automatic Additional Accounts and (iiii) on any Record Date, the Transferor Amount (excluding any portion thereof represented by a duly executed written assignment covering Supplemental Certificate) for the related Conveyed AssetsMonthly Period is less than the Minimum Transferor Amount, substantially the Transferor shall designate additional credit card accounts or any successor credit card account designation accounts ("Supplemental Accounts") to be included as Accounts in a sufficient amount such that the form Transferor Amount as a percentage of Exhibit A the Aggregate Principal Receivables for such Monthly Period after giving effect to such addition is at least equal to the Minimum Transferor Amount, or (ii) on any Record Date, the “aggregate amount of Principal Receivables is less than the Minimum Aggregate Principal Receivables, the Transferor shall designate Supplemental Conveyance”Accounts to be included as Accounts in a sufficient amount such that the aggregate amount of Principal Receivables will be equal to or greater than the 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 for so long as the Transferor has elected to terminate or suspend the inclusion of Automatic Additional Accounts, the Transferor may upon ten
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Federated Department Stores Inc /De/)
Addition of Accounts. (a) Discover Funding may be obligated to If, (i) during any Monthly Period ending on or after the Certificate Trust Termination Date, Transferor Interest averaged over that period is less than the Minimum Transferor Interest (calculated using the Average Principal Receivables for such Monthly Period as the Aggregate Principal Receivables on the date of determination), Transferor shall designate additional eligible MasterCard or VISA accounts under Section 2.10 ("Additional Accounts") to be included as Accounts in a sufficient amount such that the average of Transferor Interest as a percentage of the Pooling Average Principal Receivables for such Monthly Period, computed by assuming that the amount of the Average Principal Receivables of such Additional Accounts shall be deemed to be outstanding in the Trust during each day of such Monthly Period, is at least equal to the Minimum Transferor Interest, or (ii) on any Record Date the Aggregate Principal Receivables is less than the Minimum Aggregate Principal Receivables, Transferor shall designate Additional Accounts to be included as Accounts in a sufficient amount such that the Aggregate Principal Receivables will be equal to or greater than the Minimum Aggregate Principal Receivables. For purposes of the preceding sentence, the terms "Transferor Interest" and Servicing Agreement or may elect "Minimum Transferor Interest" shall have the meanings assigned to designate additional accounts or participation interests under such terms in the Pooling and Servicing Agreement. In either case, Discover Funding may require that Discover Bank designate Additional Accounts under this Agreement and the term "Minimum Aggregate Principal Receivables" shall have the meaning assigned to enable Discover Funding such term in the Collateral Series Supplement to satisfy that obligation or election. Discover Funding shall give Discover Bank notice of this requirement the Pooling and Servicing Agreement, in each case with respect to designate Additional Accounts under this Agreement any day prior to the related Addition Certificate Trust Termination Date. If Discover Bank fails to designate Receivables from such Additional Accounts in compliance with that notice only because sufficient credit card accounts are not available shall be transferred to Discover BankIssuer on or before the tenth Business Day following such Monthly Period; provided, however, that failure will not be a breach of this Agreement.
(b) With respect to any the extent Transferor designates Additional Accounts, Discover Bank shall cause the Master Servicer to prepare a reasonable estimate Accounts with Principal Receivables substantially in excess of the amount of Finance Charge Principal Receivables billed in required under this subsection 2.06(a), such Additional Accounts for the Due Period in which such accounts are first designated as Additional Accounts. Such estimate excess shall be deemed to be the amount of Finance Charge Receivables billed in such optional Additional Accounts in such Due Period absent manifest error.
(cunder subsection 2.06(b) Discover Bank agrees to provide to Discover Funding such information, certificates, financing statements, opinions below and other materials as reasonably necessary to enable Discover Funding to satisfy its obligations under Section 2.10 of the Pooling and Servicing Agreement with respect to Additional Accounts or Participation Interests of Discover Bank. In the case of Additional Accounts, Discover Bank shall deliver to Discover Funding on the date designated by Discover Funding (i) the Account Schedule required will be permitted to be delivered pursuant so designated solely to Section 2.1(b) with respect to such Additional Accounts, (ii) upon request the extent permitted by Discover Funding or the Trustee, a certificate setting forth in reasonable detail the calculation of the estimate of the Finance Charge Receivables in such Additional Accounts and (iii) a duly executed written assignment covering the related Conveyed Assets, substantially in the form of Exhibit A (the “Supplemental Conveyance”subsection 2.06(b).
Appears in 1 contract
Samples: Transfer and Servicing Agreement (First Bankcard Master Credit Card Trust)
