Common use of Additional Approved Portfolios Clause in Contracts

Additional Approved Portfolios. On and after the Certificate Trust Termination Date, Transferor may from time to time designate additional portfolios of accounts as "Approved Portfolios" if the Rating Agency Condition is satisfied with respect to that designation (except as to any Series or Class that expressly waives this requirement in the applicable Indenture Supplement). Transferor agrees that prior to any transfer of Receivables from Automatic Additional Accounts arising in a portfolio that is designated as an Approved Portfolio pursuant to the immediately preceding sentence Transferor shall satisfy the following requirements: (i) on or before the tenth Business Day prior to the Addition Date, Transferor shall give Owner Trustee, Indenture Trustee, each Rating Agency and Servicer written notice that such Automatic Additional Accounts will be included; (ii) on or before the Addition Date, Transferor shall have delivered to Owner Trustee a written Assignment (including an acceptance by Owner Trustee on behalf of Issuer) substantially in the form of EXHIBIT A (with appropriate modifications) and the Credit Card Originator shall have indicated in its computer files that the Receivables created in connection with the Automatic Additional Accounts have been transferred to the Trust; (iii) Transferor shall represent and warrant that (x) each Automatic Additional Account is, as of the Addition Date, an Eligible Account, and each Receivable in such Automatic Additional Account is, as of the Addition Date, an Eligible Receivable, (y) no selection procedures believed by Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the new Approved Portfolio, and (z) 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 (x) a valid transfer and assignment to the Trust of all right, title and interest of Transferor in and to the Receivables then existing and thereafter created in the Automatic Additional Accounts, and all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds and Recoveries relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates, except for (i) Liens permitted under SECTION 2.5(b), (ii) the interest of the Holders of the Transferor Interest and (iii) Transferor's right to receive interest accruing on, and investment earnings in respect of, the Excess Funding Account, or any Series Account as provided in this Agreement, the Indenture and any Indenture Supplement or (y) a grant of a security interest in such property to Issuer, which is enforceable with respect to then existing Receivables in the Automatic Additional Accounts, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Automatic Additional Accounts conveyed on such Addition Date, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon such creation; and (z) if the Assignment constitutes the grant of a security interest to Issuer in such property, upon the filing of a financing statement as described in SECTION 2.1 with respect to such Automatic Additional Accounts and in the case of the Receivables thereafter created in such Automatic Additional Accounts and the proceeds thereof, and Insurance Proceeds and Recoveries relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC), except for Liens permitted under SECTION 2.5(b); (v) Transferor shall deliver an Officer's Certificate to Indenture Trustee confirming the items set forth in CLAUSE (ii); and (vi) Transferor shall deliver an Opinion of Counsel with respect to the Receivables in the Automatic Additional Accounts to Indenture Trustee (with a copy to each Rating Agency) substantially in the form of EXHIBIT D-2 (with appropriate modifications).

Additional Approved Portfolios. On and after the Certificate Trust Termination Date, Transferor may from time to time designate additional portfolios of accounts as "“Approved Portfolios" if the Rating Agency Condition is satisfied with respect to that designation (except as to any Series or Class that expressly waives this requirement in the applicable Indenture Supplement)”. Transferor agrees that prior to any transfer of Receivables from Automatic Additional Accounts arising in a portfolio that is designated as an Approved Portfolio pursuant to the immediately preceding sentence Transferor shall satisfy the following requirements: (i) on or before the tenth Business Day prior to the Addition Date, Transferor shall give Owner TrusteeIssuer, Indenture Trustee, each Rating Agency and Servicer written notice that such Automatic Additional Accounts will be included; (ii) on or before the Addition Date, Transferor shall have delivered to Owner Trustee Issuer a written Assignment (including an acceptance by Owner Trustee on behalf of Issuer) substantially in the form of EXHIBIT Exhibit A (with appropriate modifications) and the Credit Card Originator shall have indicated in its computer files that the Receivables created in connection with the Automatic Additional Accounts have been transferred to the Trust; (iii) Transferor shall represent and warrant that (x) each Automatic Additional Account is, as of the Addition Date, an Eligible Account, and each Receivable in such Automatic Additional Account is, as of the Addition Date, an Eligible Receivable, Receivable and (y) no selection procedures believed by Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the new Approved Portfolio, and (z) 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 (x) a valid transfer and assignment to the Trust Issuer of all right, title and interest of Transferor in and to the Receivables then existing and thereafter created in the Automatic Additional Accounts, and all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds and Recoveries relating thereto will be held by the Trust Issuer free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates, except for (i) Liens permitted under SECTION Section 2.5(b), (ii) the interest of the Holders of the Transferor Interest and (iii) Transferor's ’s right to receive interest accruing on, and investment earnings in respect of, the Excess Funding Account, or any Series Account as provided in this Agreement, the Indenture and any Indenture Supplement or (y) a grant of a security interest in such property to Issuer, which is enforceable with respect to then existing Receivables in the Automatic Additional Accounts, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Automatic Additional Accounts conveyed on such Addition Date, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon such creation; and (z) if the Assignment constitutes the grant of a security interest to Issuer in such property, upon the filing of a financing statement as described in SECTION 2.1 with respect to such Automatic Additional Accounts and in the case of the Receivables thereafter created in such Automatic Additional Accounts and the proceeds thereof, and Insurance Proceeds and Recoveries relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC), except for Liens permitted under SECTION 2.5(b); (v) Transferor shall deliver an Officer's Certificate to Indenture Trustee confirming the items set forth in CLAUSE (ii); and (vi) Transferor shall deliver an Opinion of Counsel with respect to the Receivables in the Automatic Additional Accounts to Indenture Trustee (with a copy to each Rating Agency) substantially in the form of EXHIBIT D-2 (with appropriate modifications).or

Additional Approved Portfolios. On and after the Certificate Trust Termination Date, Transferor The Seller may from time to time designate additional portfolios of accounts as "“Approved Portfolios" if the Rating Agency Condition is satisfied with respect to that designation (except as to any Series or Class that expressly waives this requirement in the applicable Indenture Supplement). Transferor .” The Seller agrees that prior to any transfer of Receivables from Automatic Additional Accounts arising in a portfolio that is designated as an Approved Portfolio pursuant to the immediately preceding sentence Transferor the Seller shall satisfy the following requirements: (i) on or before the tenth Business Day prior to the Addition Date, Transferor the Seller shall give Owner Trustee, Indenture the Trustee, each Rating Agency and Servicer written notice that such Automatic Additional Accounts will be included; (ii) on or before the Addition Date, Transferor the Seller shall have delivered to Owner the Trustee a written Assignment (including an acceptance by Owner Trustee on behalf of Issuerthe Trustee) substantially in the form of EXHIBIT A Exhibit B (with appropriate modifications) and the Credit Card Originator shall have indicated in its computer files that the Receivables created in connection with the Automatic Additional Accounts have been transferred to the Trust; (iii) Transferor the Seller shall represent and warrant that (x) each Automatic Additional Account is, as of the Addition Date, an Eligible Account, and each Receivable in such Automatic Additional Account is, as of the Addition Date, an Eligible Receivable, Receivable and (y) no selection procedures believed by Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the new Approved Portfolio, and (z) as of the Addition Date, Transferor the Seller is not insolvent; (iv) Transferor the Seller 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 Transferor the Seller in and to the Receivables then existing and thereafter created in the Automatic Additional Accounts, and all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds and Recoveries relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under Transferor the Seller or any of its Affiliates, except for (i) Liens permitted under SECTION Section 2.5(b), (ii) the interest of the Holders of the Transferor Interest and (iii) Transferor's right to receive interest accruing on, and investment earnings in respect of, the Excess Funding Account, or any Series Account as provided in this Agreement, the Indenture and any Indenture Supplement or (y) a grant of a security interest in such property to Issuerthe Trust, which is enforceable with respect to then existing Receivables in the Automatic Additional Accounts, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Automatic Additional Accounts conveyed on such Addition Date, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon such creation; and (z) if the Assignment constitutes the grant of a security interest to Issuer the Trust in such property, upon the filing of a financing statement as described in SECTION Section 2.1 with respect to such Automatic Additional Accounts and in the case of the Receivables thereafter created in such Automatic Additional Accounts and the proceeds thereof, and Insurance Proceeds and Recoveries relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC), except for Liens permitted under SECTION Section 2.5(b);; and (v) Transferor the Seller shall deliver an Officer's ’s Certificate to Indenture Trustee confirming the items set forth in CLAUSE clause (ii); and (vi) Transferor shall deliver an Opinion of Counsel with respect to the Receivables in the Automatic Additional Accounts to Indenture Trustee (with a copy to each Rating Agency) substantially in the form of EXHIBIT D-2 (with appropriate modificationsiii).

Additional Approved Portfolios. On and after the Certificate Trust Termination Date, Transferor may from time to time designate additional portfolios of accounts (which may include any applicable defining characteristics or other screening criteria) as "“Approved Portfolios" ” if the Rating Agency Condition is satisfied with respect to that designation (except as to any Series or Class that expressly waives this requirement in the applicable Indenture Supplement). Transferor agrees that prior to any transfer of Receivables from Automatic Additional Accounts arising in a portfolio that is designated as an Approved Portfolio pursuant to the immediately preceding sentence Transferor shall satisfy the following requirements: (i) on or before the tenth Business Day prior to the Addition Date, Transferor shall give Owner Trustee, Indenture Trustee, each Rating Agency and Servicer written notice that such Automatic Additional Accounts will be included; (ii) on or before the Addition Date, Transferor shall have delivered to Owner Trustee Issuer (with a copy to Indenture Trustee) a written Assignment (including an acceptance by Owner Trustee on behalf of Issuer) substantially in the form of EXHIBIT Exhibit A (with appropriate modifications) and the Credit Card Originator shall have indicated in its computer files that the Receivables created in connection with the Automatic Additional Accounts have been transferred to the Trust;Issuer; and (iiiii) Transferor shall represent and warrant that (x) each Automatic Additional Account is, as of the Addition Date, an Eligible Account, and each Receivable in such Automatic Additional Account is, as of the Addition Date, an Eligible Receivable, (y) no selection procedures believed by Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the new Approved Portfolio, and (z) as of the Addition Date, Transferor is not insolvent; (iv) . Transferor shall represent and warrant that, as may change any of the Addition Date, the Assignment constitutes either defining characteristics or other screening criteria specified for any Approved Portfolio upon five (x5) a valid transfer and assignment to the Trust of all right, title and interest of Transferor in and to the Receivables then existing and thereafter created in the Automatic Additional Accounts, and all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds and Recoveries relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under Transferor or any of its Affiliates, except for (i) Liens permitted under SECTION 2.5(b), (ii) the interest of the Holders of the Transferor Interest and (iii) Transferor's right to receive interest accruing on, and investment earnings in respect of, the Excess Funding Account, or any Series Account as provided in this Agreement, the Indenture and any Indenture Supplement or (y) a grant of a security interest in such property Business Days’ prior written notice to Issuer, which Indenture Trustee and Servicer, so long as such change is enforceable with respect not believed by Transferor to then existing Receivables in the Automatic Additional Accounts, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon the conveyance of such Receivables be materially adverse to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Automatic Additional Accounts conveyed on such Addition Date, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon such creation; and (z) if the Assignment constitutes the grant of a security interest to Issuer in such property, upon the filing of a financing statement as described in SECTION 2.1 with respect to such Automatic Additional Accounts and in the case interests of the Receivables thereafter created in such Automatic Additional Accounts and the proceeds thereof, and Insurance Proceeds and Recoveries relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC), except for Liens permitted under SECTION 2.5(b); (v) Transferor shall deliver an Officer's Certificate to Indenture Trustee confirming the items set forth in CLAUSE (ii); and (vi) Transferor shall deliver an Opinion of Counsel with respect to the Receivables in the Automatic Additional Accounts to Indenture Trustee (with a copy to each Rating Agency) substantially in the form of EXHIBIT D-2 (with appropriate modifications)Noteholders.