Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below): (i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b) (the “Notice Date”), Chase USA shall have delivered to Chase Card Funding written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Off Date; (ii) Chase USA shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Account is an Eligible Account; (iii) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate; (iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement; (v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Funding; (vi) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA shall have occurred nor shall the transfer to Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof; (vii) (A) the acquisition by Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USA, result in an Adverse Effect under the Indenture; and (viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and (ix) Chase USA shall have delivered to Chase Card Funding an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viii) above.
Appears in 4 contracts
Samples: Receivables Purchase Agreement (Chase Card Funding LLC), Receivables Purchase Agreement (Chase Issuance Trust), Receivables Purchase Agreement (Chase Issuance Trust)
Conditions to Additions. On each Addition Date with respect to any Additional Asset Pool One Accounts and/or one or more Additional Asset Pool One Collateral Certificates, the applicable Receivables in Additional Asset Pool One Accounts (and such Additional Asset Pool One Accounts shall be deemed to be Accounts for purposes of this AgreementAsset Pool One Supplement) or the applicable Additional Asset Pool One Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding AssetsCollateral, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (iii) below):
(i) all of the requirements for the addition of Accounts set forth under subsection 2.12(c) of the Transfer and Servicing Agreement shall have been satisfied and all of the representations and warranties set forth under subsection 2.04(a) of the Transfer and Servicing Agreement to be made on each Addition Date shall be accurate in all material respects on such Addition Date;
(ii) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date Date, as applicable, with respect to additions or increases pursuant to subsection 2.10(a2.4(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.4(b) (the “Notice Date”), Chase USA the Issuing Entity shall have delivered to Chase Card Funding the Indenture Trustee, the Collateral Agent, each Note Rating Agency and the Servicer written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional such additional Collateral Certificates will be included designated for inclusion in the Chase Card Funding Assets Asset Pool One, or an increased Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding will be included designated for inclusion in the Chase Card Funding Assets Collateral (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.4(a); provided, however, that notice shall be delivered to Chase Card Funding the Collateral Agent in connection with any increase in the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date), ) which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyeddesignated for inclusion in Asset Pool One, (y) the Invested Amount of the Additional Asset Pool One Collateral Certificates to be conveyed designated for inclusion in Asset Pool One or (z) the amount by which the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Asset Pool One Accounts, the Addition Cut-Off Date;
(iiiii) Chase USA shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Asset Pool One Account is an Eligible Account;
(iiiiv) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Asset Pool One Collateral Certificate is an Eligible Collateral Certificate;
(ivv) on or before the Addition Date with respect to Additional Asset Pool One Accounts and the Receivables arising thereunder, Chase USA the Issuing Entity shall have delivered to Chase Card Funding the Collateral Agent and the Servicer a written assignment (including an acceptance by the Collateral Agent for the benefit and security of the Asset Pool One Noteholders and the other Secured Parties) in substantially the form of Exhibit A-2 B (the “Account Assignment”) andand the Issuing Entity shall have, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, the Collateral Agent an accurate list, based on the computer records of Chase USA of, or kept on behalf of, the Transferor (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA the Transferor and Chase Card Fundingthe Collateral Agent) of all Additional Accounts designated by such Account AssignmentAsset Pool One Accounts, identified by account reference number and the aggregate amount of the Receivables in each Additional Asset Pool One Account as of the Addition Cut-Off Date, which list shall, as of such the Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this AgreementAsset Pool One Supplement;
(vvi) on or before the Addition Date with respect to any Additional Asset Pool One Collateral Certificates, Chase USA the Issuing Entity shall have delivered to Chase Card Funding the Collateral Agent and the Servicer a written assignment in substantially the form of Exhibit A-1 C (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Fundingand shall be delivered to the Collateral Agent in accordance with Section 4.14;
(vivii) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, the Transferor or Chase USA the Issuing Entity shall have occurred nor shall the transfer to Chase Card Funding Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the any Additional Asset Pool One Collateral Certificate Certificate, as applicable, have been made in contemplation of the occurrence thereof;
(vii) (Aviii) the acquisition by Chase Card Funding designation for inclusion in Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the any Additional Asset Pool One Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, Certificates shall not, in the reasonable belief of Chase USAthe Issuing Entity, result in an Adverse Effect under Effect;
(ix) if, with respect to any three-month period or with respect to any twelve-month period, the Indentureaggregate number of Additional Asset Pool One Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit, the Issuing Entity shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.4(b) of such Additional Asset Pool One Accounts in Asset Pool One in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Asset Pool One Notes then issued and Outstanding and shall have delivered such notice to the Collateral Agent;
(x) if so notified by any Note Rating Agency on or before the second Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.4(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.4(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Asset Pool One Collateral Certificate, the Issuing Entity shall have received notice from such Note Rating Agency on or prior to the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Issuing Entity shall have delivered such notice to the Collateral Agent; and
(viii) as of (Axi) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA Issuing Entity shall have delivered to Chase Card Funding the Collateral Agent an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (iiiii) through (viiix) above.
Appears in 4 contracts
Samples: Asset Pool Supplement (Chase Card Funding LLC), Asset Pool Supplement (Chase Issuance Trust), Asset Pool Supplement (Chase Issuance Trust)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding the Trust except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a2.12(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.12(b) (the “Notice Date”), Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer, the Collateral Agent and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Trust Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust will be included in the Chase Card Funding Trust Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.12(a); provided, however, that notice shall be delivered to Chase Card Funding the Collateral Agent in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Off Date;
(ii) Chase USA the Transferor shall represent and warrant as of the applicable Addition Cut-Off Date, that each Additional Account is an Eligible Account;
(iii) Chase USA the Transferor shall represent and warrant as of the applicable Addition Date, that each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Trust, and the Servicer a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA the Transferor shall have delivered to Chase Card Fundingdelivered, or shall maintain caused to be delivered, to the Collateral Agent, as designee, on behalf of Chase Card Funding pursuant to Section 3.08the Trust, an accurate list, based on the computer records of Chase USA of, or kept on behalf of, the Transferor (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA the Transferor and Chase Card Fundingthe Collateral Agent) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Trust, a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Fundingthe Owner Trustee, on behalf of the Issuing Entity;
(vi) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA the Transferor shall have occurred nor shall the transfer to Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe Transferor, result in an Adverse Effect under and within the meaning of the Indenture; and;
(viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA the Transferor in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Fundingthe Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest of Chase USA the Transferor in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Fundingthe Owner Trustee, on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Chase USA the Transferor or any of its Affiliates, or (y) a valid transfer for security of all of Chase USAthe Transferor’s right, title and interest in and to such Additional Collateral Certificate to Chase Card Fundingthe Owner Trustee, on behalf of the Trust, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding the Trust shall have a first priority perfected security or ownership interest in such property and proceeds; and;
(ix) Chase USA if, with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Additional Accounts designated to have their Receivables added to the Trust and designated for inclusion in Asset Pool One shall exceed the Aggregate Addition Limit, the Transferor shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.12(b) of such Additional Accounts in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Notes then issued and Outstanding and shall have delivered such notice to the Owner Trustee, on behalf of the Issuing Entity;
(x) if so notified by any Note Rating Agency on or before the second Business Day prior to the Addition Date with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Collateral Certificate, the Transferor shall have received notice from such Note Rating Agency on or prior to the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Transferor shall have delivered such notice to the Owner Trustee, on behalf of the Issuing Entity;
(xi) the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Trust, an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viiix) above.; and
(xii) on the Addition Date, the Transferor shall deliver to the Indenture Trustee, on behalf of the Trust (with a copy to each Note Rating Agency), an Opinion of Counsel with respect to the Receivables arising in Accounts included as Additional Accounts on such Addition Date substantially in the form of Exhibit H.
Appears in 2 contracts
Samples: Transfer and Servicing Agreement (Jpmorgan Chase Bank, National Association), Transfer and Servicing Agreement
Conditions to Additions. On each Addition Date with respect to any Additional Asset Pool One Accounts and/or one or more Additional Asset Pool One Collateral Certificates, the applicable Receivables in Additional Asset Pool One Accounts (and such Additional Asset Pool One Accounts shall be deemed to be Accounts for purposes of this AgreementAsset Pool One Supplement) or the applicable Additional Asset Pool One Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding AssetsCollateral, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (iii) below):
(i) all of the requirements for the addition of Accounts set forth under subsection 2.12(c) of the Transfer and Servicing Agreement shall have been satisfied and all of the representations and warranties set forth under subsection 2.04(a) of the Transfer and Servicing Agreement to be made on each Addition Date shall be accurate in all material respects on such Addition Date;
(ii) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date Date, as applicable, with respect to additions or increases pursuant to subsection 2.10(a2.04(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.04(b) (the “Notice Date”), Chase USA the Issuing Entity shall have delivered to Chase Card Funding the Indenture Trustee, the Collateral Agent, each Note Rating Agency and the Servicer written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional such additional Collateral Certificates will be included designated for inclusion in the Chase Card Funding Assets Asset Pool One, or an increased Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding will be included designated for inclusion in the Chase Card Funding Assets Collateral (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.04(a); provided, however, that notice shall be delivered to Chase Card Funding the Collateral Agent in connection with any increase in the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date), ) which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyeddesignated for inclusion in Asset Pool One, (y) the Invested Amount of the Additional Asset Pool One Collateral Certificates to be conveyed designated for inclusion in Asset Pool One or (z) the amount by which the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Asset Pool One Accounts, the Addition Cut-Off Date;
(iiiii) Chase USA shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Asset Pool One Account is an Eligible Account;
(iiiiv) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Asset Pool One Collateral Certificate is an Eligible Collateral Certificate;
(ivv) on or before the Addition Date with respect to Additional Asset Pool One Accounts and the Receivables arising thereunder, Chase USA the Issuing Entity shall have delivered to Chase Card Funding the Collateral Agent and the Servicer a written assignment of such (including an acceptance by the Collateral Agent for the benefit and security of the Asset Pool One Noteholders and the other Secured Parties) in substantially the form of Exhibit A-2 B (the “Account Assignment”) andand the Issuing Entity shall have, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, the Collateral Agent an accurate list, based on the computer records of Chase USA of, or kept on behalf of, the Transferor (in the form of a computer file, microfiche list, CD-ROM file or such other form as is agreed upon between Chase USA the Transferor and Chase Card Fundingthe Collateral Agent) of all Additional Accounts designated by such Account AssignmentAsset Pool One Accounts, identified by account reference number and the aggregate amount of the Receivables in each Additional Asset Pool One Account as of the Addition Cut-Off Date, which list shall, as of such the Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this AgreementAsset Pool One Supplement;
(vvi) on or before the Addition Date with respect to any Additional Asset Pool One Collateral Certificates, Chase USA the Issuing Entity shall have delivered to Chase Card Funding the Collateral Agent and the Servicer a written assignment of such in substantially the form of Exhibit A-1 C (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Fundingand shall be delivered to the Collateral Agent in accordance with Section 4.14;
(vivii) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, the Transferor or Chase USA the Issuing Entity shall have occurred nor shall the transfer to Chase Card Funding Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the any Additional Asset Pool One Collateral Certificate Certificate, as applicable, have been made in contemplation of the occurrence thereof;
(vii) (Aviii) the acquisition by Chase Card Funding designation for inclusion in Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the any Additional Asset Pool One Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, Certificates shall not, in the reasonable belief of Chase USAthe Issuing Entity, result in an Adverse Effect under Effect;
(ix) if, with respect to any three-month period or with respect to any twelve-month period, the Indentureaggregate number of Additional Asset Pool One Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit, the Issuing Entity shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.04(b) of such Additional Asset Pool One Accounts in Asset Pool One in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Asset Pool One Notes then issued and Outstanding and shall have delivered such notice to the Collateral Agent;
(x) if so notified by any Note Rating Agency on or before the second Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.04(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.04(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Asset Pool One Collateral Certificate, the Issuing Entity shall have received notice from such Note Rating Agency on or prior to the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Issuing Entity shall have delivered such notice to the Collateral Agent; and
(viii) as of (Axi) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA Issuing Entity shall have delivered to Chase Card Funding the Collateral Agent an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (iiiii) through (viiix) above.
Appears in 2 contracts
Samples: Asset Pool One Supplement (Jpmorgan Chase Bank, National Association), Asset Pool Supplement
Conditions to Additions. On each Addition Date with respect to any Additional Asset Pool One Accounts and/or Additional Asset Pool One Collateral Certificates, the applicable Receivables in Additional Asset Pool One Accounts (and such Additional Asset Pool One Accounts shall be deemed to be Accounts for purposes of this AgreementAsset Pool One Supplement) or the applicable Additional Asset Pool One Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding AssetsCollateral, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (iii) below):
(i) all of the requirements for the addition of Accounts set forth under subsection 2.12(c) of the Transfer and Servicing Agreement shall have been satisfied and all of the representations and warranties set forth under subsection 2.04(a) of the Transfer and Servicing Agreement to be made on each Addition Date shall be true and correct in all material respects on such Addition Date;
(ii) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date Date, as applicable, with respect to additions or increases pursuant to subsection 2.10(a2.4(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.4(b) (the “"Notice Date”"), Chase USA the Issuer shall have delivered to Chase Card Funding the Indenture Trustee, the Collateral Agent, each Note Rating Agency and the Servicer written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional such additional Collateral Certificates will be included designated for inclusion in the Chase Card Funding Assets Asset Pool One, or an increased Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding will be included designated for inclusion in the Chase Card Funding Assets Collateral (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.4(a); provided, however, that notice shall be delivered to Chase Card Funding the Collateral Agent in connection with any increase in the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date), Certificate) which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyeddesignated for inclusion in Asset Pool One, (y) the Invested Amount of the Additional Asset Pool One Collateral Certificates to be conveyed designated for inclusion in Asset Pool One or (z) the amount by which the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Asset Pool One Accounts, the Addition Cut-Cut Off Date;
(iiiii) Chase USA shall represent and warrant as of the applicable Addition Cut-Cut Off Date, each Additional Asset Pool One Account is an Eligible Account;
(iiiiv) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Asset Pool One Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral CertificatesAsset Pool One Accounts and the Receivables arising thereunder, Chase USA the Issuer shall have delivered to Chase Card Funding the Collateral Agent and the Servicer a written assignment (including an acceptance by the Collateral Agent for the benefit of the Asset Pool One Noteholders and the other Secured Parties) in substantially the form of Exhibit B (the "Account Assignment") and the Issuer shall have delivered to the Collateral Agent a computer file containing a true and complete list of all Additional Asset Pool One Accounts, identified by account number and the aggregate amount of the Receivables in each Additional Asset Pool One Account as of the Addition Cut Off Date, which computer file shall be as of the date of such Account Assignment incorporated into and made a part of such Account Assignment and this Asset Pool One Supplement;
(vi) on or before the Addition Date with respect to Additional Asset Pool One Collateral Certificates, the Issuer shall have delivered to the Collateral Agent and the Servicer a written assignment in substantially the form of Exhibit A-1 C (the “Collateral "Certificate Assignment”") and each Collateral Certificate shall be registered in the name of Chase Card Fundingand shall be delivered to the Collateral Agent in accordance with Section 4.14;
(vivii) as of each of the Addition Cut-Cut Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, the applicable Transferor or Chase USA the Issuer shall have occurred nor shall the transfer to Chase Card Funding Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the Additional Asset Pool One Collateral Certificate Certificate, as applicable, have been made in contemplation of the occurrence thereof;
(vii) (Aviii) the acquisition by Chase Card Funding designation for inclusion in Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the Additional Asset Pool One Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, Certificates shall not, in the reasonable belief of Chase USAthe Issuer, result in an Adverse Effect under Effect;
(ix) if, with respect to any three-month period or with respect to any twelve-month period, the Indentureaggregate number of Additional Asset Pool One Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit, the Issuer shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.4(b) of such Additional Asset Pool One Accounts in Asset Pool One in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Asset Pool One Notes then issued and Outstanding and shall have delivered such notice to the Collateral Agent;
(x) if so notified by any Note Rating Agency on or before the second Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.4(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.4(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Asset Pool One Collateral Certificate, the Issuer shall have received notice from such Note Rating Agency on or prior to the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Issuer shall have delivered such notice to the Collateral Agent; and
(viii) as of (Axi) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA Issuer shall have delivered to Chase Card Funding the Collateral Agent an Officer’s 's Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (iiiii) through (viiix) above.
Appears in 2 contracts
Samples: Asset Pool Supplement (First Usa Credit Card Master Trust), Indenture (Bank One Delaware National Association)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b) (the “Notice Date”), Chase USA JPMCB shall have delivered to Chase Card Funding written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Off Date;
(ii) Chase USA JPMCB shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA JPMCB shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA JPMCB shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA JPMCB and Chase Card Funding, Chase USA JPMCB shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA JPMCB (in the form of a computer file, microfiche list, CD-ROM file or such other form as is agreed upon between Chase USA JPMCB and Chase Card Funding) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA JPMCB shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Funding;
(vi) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA JPMCB shall have occurred nor shall the transfer to Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust Issuing Entity and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust Issuing Entity to the Indenture Trustee, shall not, in the reasonable belief of Chase USAJPMCB, result in an Adverse Effect under and within the meaning of the Indenture; and
(viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA JPMCB in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA JPMCB in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA JPMCB or any of its Affiliates, or (y) a valid transfer for security of all of Chase USAJPMCB’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA JPMCB shall have delivered to Chase Card Funding an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viii) above.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Jpmorgan Chase Bank, National Association), Receivables Purchase Agreement
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any existing Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a2.12(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.12(b) (the “"Notice Date”"), Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer, the applicable Collateral Agent and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Trust Assets or an increased Invested Amount of a an existing Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Trust Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.12(a); provided, however, that notice shall be delivered to Chase Card Funding the applicable Collateral Agent in connection with any increase in the Invested Amount of a an existing Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase DateCertificate), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyedpledged, (y) the Invested Amount of the Collateral Certificates to be conveyed pledged or (z) the amount by which the Invested Amount of a an existing Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Cut Off Date;
(ii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Cut-Cut Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuer, and the Servicer a written assignment in substantially the form of Exhibit A-2 (the “"Account Assignment”") and, within five (5) Business Days after and the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA applicable Transferor shall have delivered to Chase Card Fundingthe Owner Trustee, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08the Issuer, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA file containing a true and Chase Card Funding) complete list of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Cut Off Date, and stating to which list shallAsset Pool such Additional Accounts belong, which computer file shall be as of the date of such Addition DateAccount Assignment, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuer, a written assignment in substantially the form of Exhibit A-1 (the “Collateral "Certificate Assignment”") and each Collateral Certificate shall be registered in the name of Chase Card Fundingthe Owner Trustee, on behalf of the Issuer;
(vi) as of each of the Addition Cut-Cut Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA such Transferor shall have occurred nor shall the transfer to Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe applicable Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viii) as of (Ai) the Addition Cut-Cut Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest, whether owned on the Addition Cut-Cut Off Date or thereafter acquired, of Chase USA the Transferor in and to the Receivables existing on the Addition Cut-Cut Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “"proceeds” " (including “"proceeds” " as defined in the applicable UCC) thereof, or, if the this Assignment does not constitute a sale of such property, it constitutes a grant of a “"security interest” " (as defined in the applicable UCC) in such property to Chase Card Fundingthe Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the this Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (Bii) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest of Chase USA the Transferor in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Fundingthe Owner Trustee, on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Chase USA the Transferor or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s the Transferor's right, title and interest in such Additional Collateral Certificate to Chase Card Fundingthe Owner Trustee, on behalf of the Trust, which is enforceable upon execution and delivery of the this Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding the Trust shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA shall have delivered to Chase Card Funding an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viii) above.;
Appears in 1 contract
Samples: Transfer and Servicing Agreement (First Usa Credit Card Master Trust)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any existing Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a2.12(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.12(b) (the “"Notice Date”"), Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer, the applicable Collateral Agent and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Trust Assets or an increased Invested Amount of a an existing Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Trust Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.12(a); provided, however, that notice shall be delivered to Chase Card Funding the applicable Collateral Agent in connection with any increase in the Invested Amount of a an existing Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase DateCertificate), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyedpledged, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Off Date;the
(ii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Cut-Cut Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuer, and the Servicer a written assignment in substantially the form of Exhibit A-2 (the “"Account Assignment”") and, within five (5) Business Days after and the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA applicable Transferor shall have delivered to Chase Card Fundingthe Owner Trustee, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08the Issuer, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA file containing a true and Chase Card Funding) complete list of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Cut Off Date, and stating to which list shallAsset Pool such Additional Accounts belong, which computer file shall be as of the date of such Addition DateAccount Assignment, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuer, a written assignment in substantially the form of Exhibit A-1 (the “Collateral "Certificate Assignment”") and each Collateral Certificate shall be registered in the name of Chase Card Fundingthe Owner Trustee, on behalf of the Issuer;
(vi) as of each of the Addition Cut-Cut Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA such Transferor shall have occurred nor shall the transfer to Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe applicable Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viii) as of (Ai) the Addition Cut-Cut Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest, whether owned on the Addition Cut-Cut Off Date or thereafter acquired, of Chase USA the Transferor in and to the Receivables existing on the Addition Cut-Cut Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “"proceeds” " (including “"proceeds” " as defined in the applicable UCC) thereof, or, if the this Assignment does not constitute a sale of such property, it constitutes a grant of a “"security interest” " (as defined in the applicable UCC) in such property to Chase Card Fundingthe Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the this Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (Bii) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest of Chase USA the Transferor in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Fundingthe Owner Trustee, on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Chase USA the Transferor or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s the Transferor's right, title and interest in such Additional Collateral Certificate to Chase Card Fundingthe Owner Trustee, on behalf of the Trust, which is enforceable upon execution and delivery of the this Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding the Trust shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA shall have delivered to Chase Card Funding an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viii) above.;
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Bank One Delaware National Association)
Conditions to Additions. On each Addition Date with respect to The Seller agrees that any such Conveyance of Receivables from Additional Accounts and/or Additional Collateral Certificatesunder subsection 2.6(a), the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreementb) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date (c) shall be designated as additional Chase Card Funding Assets, subject to the satisfaction of satisfy the following conditions (which to the extent provided below) (provided, however, that the conditions set forth in clauses (i) and (vi) shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) belowAdditional Accounts which are governed by Section 2.6(c)):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.6(a) and subsection 2.6(b) (the “Addition Notice Date”), Chase USA the Seller shall have delivered to Chase Card Funding give the Trustee, the Servicer, the Rating Agencies, each Purchaser Representative and each Enhancement Provider written notice (unless that such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date)included, which notice (the “Addition Notice”) shall specify, as applicable, (x) specify the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as Conveyed and the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Cut Off Date;
(ii) Chase USA shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and Date, the Receivables arising thereunder, Chase USA Seller shall have delivered to Chase Card Funding the Trustee a written assignment in substantially the form of Exhibit A-2 B (the “Account Assignment”) ), with a copy to each Purchaser Representative, and the Servicer shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been Conveyed to the Trust and, within five (5) Business Days after thereafter, the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA Servicer (on behalf of the Seller) shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of Trustee a computer file, file or microfiche list, CD-ROM or such other form as is agreed upon between Chase USA written list containing a true and Chase Card Funding) complete list of all Additional Accounts designated by such Account AssignmentAccounts, identified by account reference number and the aggregate amount of the Receivables in each such Additional Account Accounts, as of the Addition Cut-Cut Off Date, which computer file or microfiche or written list shall, shall be as of the date of such Addition Date, modify and amend and be Assignment incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(viii) on the Seller shall represent and warrant that no selection procedures believed by the Seller to be materially adverse to the interests of the Investor Certificateholders or before any Receivables Purchasers were utilized in selecting the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially Accounts from the form of Exhibit A-1 (available Eligible Accounts from the “Collateral Certificate Assignment”) Bank Portfolio and each Collateral Certificate shall be registered in the name of Chase Card Funding;
(vi) that as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA shall have occurred nor shall the transfer to Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereofSeller is not insolvent;
(vii) (Aiv) the acquisition by Chase Card Funding Seller shall represent and warrant that, as of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USA, result in an Adverse Effect under the Indenture; and
(viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment sale to Chase Card Funding the Trust of all right, title and interest of Chase USA the Seller in and to the Receivables then existing and thereafter created from time to time in the Additional Collateral Certificate designated on Accounts until the Addition Date 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 and such Additional Collateral Certificate property will be held by Chase Card Fundingthe Trust free and clear of any Lien 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 Trust, 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 Trust, and which will be enforceable with respect to the Receivables thereafter created from time to time in respect of Additional Accounts conveyed on such Addition Date 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 Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of financing statements as described in Section 2.1 with respect to such Additional Accounts and the Receivables thereafter created from time to time in such Additional Accounts until the termination of the Trust, monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and proceeds of the foregoing, upon the creation of such property, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in any applicable jurisdiction), free and clear of any Lien of any Person claiming through or under Chase USA the Seller or any of its Affiliates;
(v) the Seller shall represent and warrant that each Additional Account is, or (y) a valid transfer for security as of all of Chase USA’s rightthe Addition Cut Off Date, title an Eligible Account, and interest each Receivable in such Additional Collateral Certificate to Chase Card FundingAccount is, which is enforceable upon execution and delivery as of the Assignment. Upon Addition Cut Off Date, an Eligible Receivable;
(vi) if any Certificate Series is outstanding, the filing of all such appropriate financing statements, Chase Card Funding Seller shall have a first priority perfected security or ownership interest in such property received written evidence that the Rating Agency Condition has been satisfied, and proceeds; andif no Certificate Series shall be outstanding, the Seller shall have received the written consent of each Purchaser Representative;
(ixvii) Chase USA the Seller shall have delivered deliver to Chase Card Funding the Trustee and each Purchaser Representative an Officer’s Certificate, dated Certificate substantially in the Addition Date, confirming, form of Schedule 2 to the extent applicable, Exhibit B confirming the items set forth in clauses (iiiii), (iv) through and (v) above; and
(viii) abovethe Seller shall deliver an opinion of Counsel to the Trustee, the Rating Agencies, each Purchaser Representative and each Enhancement Provider with respect to the Receivables substantially in the form of Exhibit D and such opinion shall be of an independent, nationally recognized law firm; provided, however, that such Opinion of Counsel may be delivered at such other times as may be permitted by the Rating Agencies as evidenced by written notice thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Alliance Data Systems Corp)
Conditions to Additions. On each Addition Date In connection with respect to any Additional Designated Accounts and/or Additional Collateral Certificatesdesignated pursuant to subsection 2.02(a), the applicable Receivables in Additional Accounts (and such Additional Accounts following conditions shall be deemed to be satisfied before the proposed Accounts for purposes are “Designated Accounts” within the meaning of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below)::
(i) on or before the third (3rd) fifth Business Day prior to immediately preceding the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b) (the “Notice Date”), Chase USA ABC shall have delivered to Chase Card Funding given ABRC written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as specifying the applicable Addition Date or Increase Date andDate, in connection with the Additional Accounts, the Addition Cut-Off Date, and the approximate number of Accounts expected to be added and the approximate aggregate balances of Receivables expected to be outstanding in the Accounts to be added;
(ii) Chase USA ABC shall represent have delivered to ABRC copies of UCC-1 financing statements covering such Additional Designated Accounts, if necessary, to perfect ABRC’s interest in the Receivables arising therein and warrant as a schedule of the applicable Addition Cut-Off Date, each such Additional Account is an Eligible AccountDesignated Accounts;
(iii) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Funding;
(vi) as of each of the Addition Additional Cut-Off Date and the Addition Date, no Insolvency Event with respect to the ABC or other Account Owner, as applicable, or Chase USA shall have occurred occurred, nor shall the transfer to Chase Card Funding of the Receivables arising in the Additional Designated Accounts or of the Additional Collateral Certificate to ABRC have been made in contemplation of the occurrence thereof;
(viiiv) unless the Rating Agency Condition is satisfied, the number of Additional Designated Accounts designated pursuant to subsection 2.02(a)(ii) with respect to any of the three (A3) consecutive Monthly Periods commencing in December, March, June and September of each calendar year, commencing June 2000, shall not exceed 15% of the number of Accounts as of the first day of the calendar year during which such Monthly Periods commence (or, in the case of the year 2000, the number of Accounts as of the Initial Issuance Date) and the number of Additional Designated Accounts designated pursuant to subsection 2.02(a)(ii) during any calendar year shall not exceed 20% of the number of Accounts as of the first day of such calendar year (or, in the case of the year 2000, the number of Accounts as of the Initial Issuance Date);
(v) the acquisition by Chase Card Funding transfer of the Receivables arising in the Additional Designated Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USA, ABRC will not result in an Adverse Effect under the Indenture; andEffect;
(viiivi) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA ABC shall have delivered to Chase Card Funding ABRC an Officer’s Certificate, dated the Addition Date, confirmingstating that (x) as of the applicable Additional Cut-Off Date, the Additional Designated Accounts are all Eligible Accounts, (y) to the extent applicable, the items conditions set forth in clauses (ii) through (v) above have been satisfied;
(vii) ABC shall have delivered to ABRC the computer file or microfiche list required to be delivered pursuant to Section 2.01(c) with respect to such Additional Designated Accounts;
(viii) aboveABC shall have delivered to ABRC an Opinion of Counsel, which counsel shall be outside counsel, dated the Addition Date, to the effect described in Section 9.02(d)(ii) of the Transfer and Servicing Agreement; and
(ix) Solely with respect to Aggregate Additions pursuant to Section 2.09(b) of the Transfer and Servicing Agreement where the Additional Designated Accounts were not originated by ABC, the Rating Agency Condition shall have been satisfied.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Advanta Business Receivables Corp)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding the Trust except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a2.12(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.12(b) (the “Notice Date”), Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer, the applicable Collateral Agent and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Trust Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust will be included in the Chase Card Funding Trust Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.12(a); provided, however, that notice shall be delivered to Chase Card Funding the applicable Collateral Agent in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyedpledged, (y) the Invested Amount of the Collateral Certificates to be conveyed pledged or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Cut Off Date;
(ii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Cut-Cut Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, and the Servicer a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after and the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA applicable Transferor shall have delivered to Chase Card Fundingthe Owner Trustee, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08the Issuing Entity, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA file containing a true and Chase Card Funding) complete list of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Cut Off Date, and stating to which list shallAsset Pool such Additional Accounts belong, which computer file shall be as of the date of such Addition DateAccount Assignment, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Fundingthe Owner Trustee, on behalf of the Issuing Entity;
(vi) as of each of the Addition Cut-Cut Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA such Transferor shall have occurred nor shall the transfer to Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe applicable Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viii) as of (Ai) the Addition Cut-Cut Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest, whether owned on the Addition Cut-Cut Off Date or thereafter acquired, of Chase USA the Transferor in and to the Receivables existing on the Addition Cut-Cut Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the this Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Fundingthe Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the this Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (Bii) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest of Chase USA the Transferor in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Fundingthe Owner Trustee, on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Chase USA the Transferor or any of its Affiliates, or (y) a valid transfer for security of all of Chase USAthe Transferor’s right, title and interest in such Additional Collateral Certificate to Chase Card Fundingthe Owner Trustee, on behalf of the Trust, which is enforceable upon execution and delivery of the this Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding the Trust shall have a first priority perfected security or ownership interest in such property and proceeds;
(ix) if, with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Additional Accounts designated to have their Receivables added to the Trust and designated for inclusion in any Asset Pool, shall exceed the applicable Aggregate Addition Limit for such Asset Pool, the applicable Transferor shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.12(b) of such Additional Accounts in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Notes then issued and Outstanding and shall have delivered such notice to the Owner Trustee, on behalf of the Issuing Entity;
(x) if so notified by any Note Rating Agency on or before the second Business Day prior to the Addition Date with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Collateral Certificate, the applicable Transferor shall have received notice from such Note Rating Agency on or prior to the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Transferor shall have delivered such notice to the Owner Trustee, on behalf of the Issuing Entity; and
(ixxi) Chase USA such Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viiix) above.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (First Usa Credit Card Master Trust)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral CertificatesAccounts, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below):conditions:
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b) (the “Notice Date”), Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date)Trust Assets, which notice shall specify, as applicable, (x) specify the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increasedpledged, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, and the Addition Cut-Cut Off Date;
(ii) Chase USA the Transferor shall represent and warrant as of the applicable Addition Cut-Cut Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, and the Servicer a written assignment in substantially the form of Exhibit A-2 A-1 (the “Account Assignment”) and, within five (5) Business Days after and the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA Transferor shall have delivered to Chase Card Fundingthe Owner Trustee, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08the Issuing Entity, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA file containing a true and Chase Card Funding) complete list of all Additional Accounts designated by such Account Assignment, Assignment and identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Cut Off Date, which list shall, computer file shall be as of the date of such Addition DateAccount Assignment, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Funding;
(viiv) as of each of the Addition Cut-Cut Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA the Transferor shall have occurred nor shall the transfer to Chase Card Funding the Issuing Entity of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (Av) the acquisition by Chase Card Funding the Issuing Entity of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viiivi) as of (A) the Addition Cut-Cut Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding the Issuing Entity of all right, title and interest, whether owned on the Addition Cut-Cut Off Date or thereafter acquired, of Chase USA the Transferor in and to the Receivables existing on the Addition Cut-Cut Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the this Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Fundingthe Issuing Entity, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the this Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation creation;
(vii) if, with respect to any three-month period or (B) the Addition Date in connection with an Additional Collateral Certificaterespect to any twelve-month period, the Assignment constitutes either (x) a valid sale, transfer and assignment aggregate number of Additional Accounts designated to Chase Card Funding of all right, title and interest of Chase USA in and have their Receivables added to the Additional Collateral Certificate designated on Issuing Entity, shall exceed the applicable Aggregate Addition Date and Limit, the Transferor shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.10(b) of such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest Accounts in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery excess of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding applicable Aggregate Addition Limit will not result in a Ratings Effect and shall have a first priority perfected security or ownership interest in delivered such property and proceedsnotice to the Owner Trustee, on behalf of the Issuing Entity; and
(ixviii) Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viiivii) above.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Wachovia Card Receivables LLC)
Conditions to Additions. On each Addition Date with respect to any Additional Asset Pool One Accounts and/or Additional Asset Pool One Collateral Certificates, the applicable Receivables in Additional Asset Pool One Accounts (and such Additional Asset Pool One Accounts shall be deemed to be Accounts for purposes of this AgreementAsset Pool One Supplement) or the applicable Additional Asset Pool One Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding AssetsCollateral, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (iii) below):
(i) all of the requirements for the addition of Accounts set forth under subsection 2.12(c) of the Transfer and Servicing Agreement shall have been satisfied and all of the representations and warranties set forth under subsection 2.04(a) of the Transfer and Servicing Agreement to be made on each Addition Date shall be true and correct in all material respects on such Addition Date;
(ii) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date Date, as applicable, with respect to additions or increases pursuant to subsection 2.10(a2.4(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.4(b) (the “"Notice Date”"), Chase USA the Issuer shall have delivered to Chase Card Funding the Indenture Trustee, the Collateral Agent, each Note Rating Agency and the Servicer written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional such additional Collateral Certificates will be included designated for inclusion in the Chase Card Funding Assets Asset Pool One, or an increased Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding will be included designated for inclusion in the Chase Card Funding Assets Collateral (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.4(a); provided, however, that notice shall be delivered to Chase Card Funding the Collateral Agent in connection with any increase in the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date), Certificate) which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyeddesignated for inclusion in Asset Pool One, (y) the Invested Amount of the Additional Asset Pool One Collateral Certificates to be conveyed designated for inclusion in Asset Pool One or (z) the amount by which the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Asset Pool One Accounts, the Addition Cut-Cut Off Date;
(iiiii) Chase USA shall represent and warrant as of the applicable Addition Cut-Cut Off Date, each Additional Asset Pool One Account is an Eligible Account;
(iiiiv) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Asset Pool One Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral CertificatesAsset Pool One Accounts and the Receivables arising thereunder, Chase USA the Issuer shall have delivered to Chase Card Funding the Collateral Agent and the Servicer a written assignment (including an acceptance by the Collateral Agent for the benefit of the Asset Pool One Noteholders and the other Secured Parties) in substantially the form of Exhibit B (the "Account Assignment") and the Issuer shall have delivered to the Collateral Agent a computer file containing a true and complete list of all Additional Asset Pool One Accounts, identified by account number and the aggregate amount of the Receivables in each Additional Asset Pool One Account as of the Addition Cut Off Date, which computer file shall be as of the date of such Account Assignment incorporated into and made a part of such Account Assignment and this Asset Pool One Supplement;
(vi) on or before the Addition Date with respect to Additional Asset Pool One Collateral Certificates, the Issuer shall have delivered to the Collateral Agent and the Servicer a written assignment in substantially the form of Exhibit A-1 C (the “Collateral Certificate "Certifi- cate Assignment”") and each Collateral Certificate shall be registered in the name of Chase Card Fundingand shall be delivered to the Collateral Agent in accordance with Section 4.14;
(vivii) as of each of the Addition Cut-Cut Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, the applicable Transferor or Chase USA the Issuer shall have occurred nor shall the transfer to Chase Card Funding Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the Additional Asset Pool One Collateral Certificate Certificate, as applicable, have been made in contemplation of the occurrence thereof;
(vii) (Aviii) the acquisition by Chase Card Funding designation for inclusion in Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the Additional Asset Pool One Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, Certificates shall not, in the reasonable belief of Chase USAthe Issuer, result in an Adverse Effect under Effect;
(ix) if, with respect to any three-month period or with respect to any twelve-month period, the Indentureaggregate number of Additional Asset Pool One Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit, the Issuer shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.4(b) of such Additional Asset Pool One Accounts in Asset Pool One in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Asset Pool One Notes then issued and Outstanding and shall have delivered such notice to the Collateral Agent;
(x) if so notified by any Note Rating Agency on or before the second Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.4(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.4(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Asset Pool One Collateral Certificate, the Issuer shall have received notice from such Note Rating Agency on or prior to the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Issuer shall have delivered such notice to the Collateral Agent; and
(viii) as of (Axi) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA Issuer shall have delivered to Chase Card Funding the Collateral Agent an Officer’s 's Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (iiiii) through (viiix) above.
Appears in 1 contract
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such designated Additional Accounts shall be deemed to be become Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Assets, Agreement subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below):conditions:
(i) on or before the third (3rd) Business Day prior to the Addition Date or Date, the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b) (the “Notice Date”), Chase USA Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Receivables in Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior transferred to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Off DateTrust;
(ii) Chase USA the Transferor shall represent and warrant that, as of the applicable Addition Cut-Off Selection Date, each Additional Account is an Eligible Account;
(iii) Chase USA the Transferor shall represent have delivered to the Owner Trustee and warrant as the Indenture Trustee file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering the Receivables in such Additional Accounts, if necessary to perfect the interest of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral CertificateTrust therein;
(iv) as of the Addition Date, no Insolvency Event shall have occurred nor shall the transfer to the Trust of the Receivables arising in the Additional Accounts have been made in contemplation of the occurrence thereof;
(v) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Trust, the Indenture Trustee and the Servicer a written assignment in substantially the form of Exhibit A-2 A (the “Account Assignment”) and), within five (5) Business Days after and the Addition Date, or as otherwise agreed between Chase USA Transferor shall have indicated in its computer files that Receivables created in connection with such Additional Accounts have been transferred to the Trust and Chase Card Funding, Chase USA shall have delivered to Chase Card Fundingthe Owner Trustee, or shall maintain on behalf of Chase Card Funding pursuant the Trust, the Indenture Trustee and the Servicer an account schedule with respect to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Dateaccordance with Section 2.1, which list shall, as of such Addition Date, modify and amend and account schedule shall be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before and amend the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card FundingTA Account Schedule;
(vi) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect addition to the Account Owner, as applicable, or Chase USA shall have occurred nor shall the transfer to Chase Card Funding Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viii) as of (Avii) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA Transferor shall have delivered to Chase Card Funding the Owner Trustee and the Indenture Trustee an Officer’s CertificateCertificate of the Transferor, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (iv) and clause (vi) above;
(viii) abovethe Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel, dated the Addition Date, in accordance with Section 6.2(c); and
(ix) in the case of any designation pursuant to Section 2.11(b), if the designation will cause the number or Principal Receivables of Additional Accounts to exceed the Maximum Addition Limit, the Note Rating Agency Condition shall have been satisfied with respect to the designation.
Appears in 1 contract
Conditions to Additions. On each Addition Date with respect to The Seller agrees that any such Conveyance of Receivables from Additional Accounts and/or Additional Collateral Certificatesunder subsection 2.6(a), the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreementb) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date (c) shall be designated as additional Chase Card Funding Assets, subject to the satisfaction of satisfy the following conditions (which to the extent provided below) (provided, however, that the conditions set forth in clauses (i) and (vi) shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) belowAdditional Accounts which are governed by Section 2.6(c)):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.6(a) and subsection 2.6(b) (the “"Addition Notice Date”"), Chase USA the Seller shall have delivered to Chase Card Funding give the Trustee, the Servicer, the Rating Agencies, each Purchaser Representative and each Enhancement Provider written notice (unless that such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date)included, which notice (the "Addition Notice") shall specify, as applicable, (x) specify the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as Conveyed and the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Cut Off Date;
(ii) Chase USA shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and Date, the Receivables arising thereunder, Chase USA Seller shall have delivered to Chase Card Funding the Trustee a written assignment in substantially the form of Exhibit A-2 B (the “Account "Assignment”) "), with a copy to each Purchaser Representative, and the Servicer shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been Conveyed to the Trust and, within five (5) Business Days after thereafter, the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA Servicer (on behalf of the Seller) shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of Trustee a computer file, file or microfiche list, CD-ROM or such other form as is agreed upon between Chase USA written list containing a true and Chase Card Funding) complete list of all Additional Accounts designated by such Account AssignmentAccounts, identified by account reference number and the aggregate amount of the Receivables in each such Additional Account Accounts, as of the Addition Cut-Cut Off Date, which computer file or microfiche or written list shall, shall be as of the date of such Addition Date, modify and amend and be Assignment incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(viii) on the Seller shall represent and warrant that no selection procedures believed by the Seller to be materially adverse to the interests of the Investor Certificateholders or before any Receivables Purchasers were utilized in selecting the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially Accounts from the form of Exhibit A-1 (available Eligible Accounts from the “Collateral Certificate Assignment”) Bank Portfolio and each Collateral Certificate shall be registered in the name of Chase Card Funding;
(vi) that as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA shall have occurred nor shall the transfer to Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereofSeller is not insolvent;
(vii) (Aiv) the acquisition by Chase Card Funding Seller shall represent and warrant that, as of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USA, result in an Adverse Effect under the Indenture; and
(viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment sale to Chase Card Funding the Trust of all right, title and interest of Chase USA the Seller in and to the Receivables then existing and thereafter created from time to time in the Additional Collateral Certificate designated on Accounts until the Addition Date 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 and such Additional Collateral Certificate property will be held by Chase Card Funding, the Trust free and clear of any Lien of any Person claiming through or under Chase USA the Seller or any of its Affiliatesits
(v) the Seller shall represent and warrant that each Additional Account is, or (y) a valid transfer for security as of all of Chase USA’s rightthe Addition Cut Off Date, title an Eligible Account, and interest each Receivable in such Additional Collateral Certificate to Chase Card FundingAccount is, which is enforceable upon execution and delivery as of the Assignment. Upon Addition Cut Off Date, an Eligible Receivable;
(vi) if any Certificate Series is outstanding, the filing of all such appropriate financing statements, Chase Card Funding Seller shall have a first priority perfected security or ownership interest in such property received written evidence that the Rating Agency Condition has been satisfied, and proceeds; andif no Certificate Series shall be outstanding, the Seller shall have received the written consent of each Purchaser Representative;
(ixvii) Chase USA the Seller shall have delivered deliver to Chase Card Funding the Trustee and each Purchaser Representative an Officer’s Certificate, dated 's Certificate substantially in the Addition Date, confirming, form of Schedule 2 to the extent applicable, Exhibit B confirming the items set forth in clauses (iiiii), (iv) through and (v) above; and
(viii) abovethe Seller shall deliver to the Trustee an Opinion of Counsel addressed to the Trustee, each Rating Agency, Purchaser Representative and Enhancement Provider with respect to the Receivables substantially in the form of Exhibit D and such opinion shall be of an independent, nationally recognized law firm; provided, however, that such Opinion of Counsel may be delivered at such other times as may be permitted by the Rating Agencies as evidenced by written notice thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Charming Shoppes Receivables Corp)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding the Trust except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a2.12(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.12(b) (the “Notice Date”), Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer, the Collateral Agent and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Trust Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust will be included in the Chase Card Funding Trust Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.12(a); provided, however, that notice shall be delivered to Chase Card Funding the Collateral Agent in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Off Date;
(ii) Chase USA the Transferor shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA the Transferor shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, and the Servicer a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA the Transferor shall have delivered to Chase Card Fundingdelivered, or shall maintain caused to be delivered, to the Collateral Agent, as designee, on behalf of Chase Card Funding pursuant to Section 3.08the Issuing Entity, an accurate list, based on the computer records of Chase USA of, or kept on behalf of, the Transferor (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA the Transferor and Chase Card Fundingthe Collateral Agent) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Fundingthe Owner Trustee, on behalf of the Issuing Entity;
(vi) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA the Transferor shall have occurred nor shall the transfer to Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA the Transferor in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Fundingthe Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest of Chase USA the Transferor in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Fundingthe Owner Trustee, on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Chase USA the Transferor or any of its Affiliates, or (y) a valid transfer for security of all of Chase USAthe Transferor’s right, title and interest in and to such Additional Collateral Certificate to Chase Card Fundingthe Owner Trustee, on behalf of the Trust, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding the Trust shall have a first priority perfected security or ownership interest in such property and proceeds; and;
(ix) Chase USA if, with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Additional Accounts designated to have their Receivables added to the Trust and designated for inclusion in Asset Pool One shall exceed the Aggregate Addition Limit, the Transferor shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.12(b) of such Additional Accounts in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Notes then issued and Outstanding and shall have delivered such notice to the Owner Trustee, on behalf of the Issuing Entity;
(x) if so notified by any Note Rating Agency on or before the second Business Day prior to the Addition Date with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Collateral Certificate, the Transferor shall have received notice from such Note Rating Agency on or prior to the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Transferor shall have delivered such notice to the Owner Trustee, on behalf of the Issuing Entity;
(xi) the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viiix) above.; and
(xii) on the Addition Date, the Transferor shall deliver to the Indenture Trustee, on behalf of the Issuing Entity (with a copy to each Note Rating Agency), an Opinion of Counsel with respect to the Receivables arising in Accounts included as Additional Accounts on such Addition Date substantially in the form of Exhibit H.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Chase Issuance Trust)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding the Trust except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a2.12(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.12(b) (the “Notice Date”), Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer, the applicable Collateral Agent and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Trust Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust will be included in the Chase Card Funding Trust Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.12(a); provided, however, that notice shall be delivered to Chase Card Funding the applicable Collateral Agent in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyedpledged, (y) the Invested Amount of the Collateral Certificates to be conveyed pledged or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Off Date;
(ii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, and the Servicer a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA the applicable Transferor shall have delivered to Chase Card Fundingthe applicable Collateral Agent, or shall maintain as designee, on behalf of Chase Card Funding pursuant to Section 3.08the Issuing Entity, an accurate list, based on the computer records of Chase USA a true and complete list (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA the applicable Transferor and Chase Card Fundingthe applicable Collateral Agent) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, and stating to which Asset Pool such Additional Accounts belong, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 1 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Fundingthe Owner Trustee, on behalf of the Issuing Entity;
(vi) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA such Transferor shall have occurred nor shall the transfer to Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe applicable Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA the Transferor in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the this Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Fundingthe Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the this Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest of Chase USA the Transferor in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Fundingthe Owner Trustee, on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Chase USA the Transferor or any of its Affiliates, or (y) a valid transfer for security of all of Chase USAthe Transferor’s right, title and interest in such Additional Collateral Certificate to Chase Card Fundingthe Owner Trustee, on behalf of the Trust, which is enforceable upon execution and delivery of the this Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding the Trust shall have a first priority perfected security or ownership interest in such property and proceeds; and;
(ix) Chase USA if, with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Additional Accounts designated to have their Receivables added to the Trust and designated for inclusion in any Asset Pool shall exceed the applicable Aggregate Addition Limit for such Asset Pool, the applicable Transferor shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.12(b) of such Additional Accounts in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Notes then issued and Outstanding and shall have delivered such notice to the Owner Trustee, on behalf of the Issuing Entity;
(x) if so notified by any Note Rating Agency on or before the second Business Day prior to the Addition Date with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Collateral Certificate, the applicable Transferor shall have received notice from such Note Rating Agency on or prior to the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Transferor shall have delivered such notice to the Owner Trustee, on behalf of the Issuing Entity;
(xi) such Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuing Entity, an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viiix) above.; and
(xii) on the Addition Date, the Transferor shall deliver to the Indenture Trustee, on behalf of the Issuing Entity (with a copy to each Note Rating Agency), an Opinion of Counsel with respect to the Receivables arising in Accounts included as Additional Accounts on such Addition Date substantially in the form of Exhibit H.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (First Usa Credit Card Master Trust)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such designated Additional Accounts shall be deemed to be become Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Assets, Agreement subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below):conditions:
(i) on or before the third (3rd) Business Day prior to the Addition Date or Date, the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b) (the “Notice Date”), Chase USA Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Receivables in Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior transferred to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Off DateTrust;
(ii) Chase USA the Transferor shall represent and warrant that, as of the applicable Addition Cut-Off Selection Date, each Additional Account is an Eligible Account;
(iii) Chase USA the Transferor shall represent have delivered to the Owner Trustee and warrant as the Indenture Trustee file-stamped copies of all financing statements (and amendments with respect to such financing statements when applicable) covering the Receivables in such Additional Accounts, if necessary to perfect the interest of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral CertificateTrust therein;
(iv) as of the Addition Date, no Insolvency Event shall have occurred nor shall the transfer to the Trust of the Receivables arising in the Additional Accounts have been made in contemplation of the occurrence thereof;
(v) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Trust, the Indenture Trustee and the Servicer a written assignment in substantially the form of Exhibit A-2 A (the “Account Assignment”) and), within five (5) Business Days after and the Addition Date, or as otherwise agreed between Chase USA Transferor shall have indicated in its computer files that Receivables created in connection with such Additional Accounts have been transferred to the Trust and Chase Card Funding, Chase USA shall have delivered to Chase Card Fundingthe Owner Trustee, or shall maintain on behalf of Chase Card Funding pursuant the Trust, the Indenture Trustee and the Servicer an account schedule with respect to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Dateaccordance with Section 2.1, which list shall, as of such Addition Date, modify and amend and account schedule shall be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before and amend the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card FundingTA Account Schedule;
(vi) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect addition to the Account Owner, as applicable, or Chase USA shall have occurred nor shall the transfer to Chase Card Funding Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viii) as of (Avii) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA Transferor shall have delivered to Chase Card Funding the Owner Trustee and the Indenture Trustee an Officer’s CertificateCertificate of the Transferor, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (iv) and clause (vi) above;
(viii) abovethe Transferor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel, dated the Addition Date, in accordance with Section 6.2(d); and
(ix) in the case of any designation pursuant to Section 2.11(b), if the designation will cause the number or Principal Receivables of Additional Accounts to exceed the Maximum Addition Limit, the Note Rating Agency Condition shall have been satisfied with respect to the designation.
Appears in 1 contract
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any existing Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a2.12(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.12(b) (the “Notice Date”"NOTICE DATE"), Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer, the applicable Collateral Agent and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets Trust or an increased Invested Amount of a an existing Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Trust Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.12(a); providedPROVIDED, howeverHOWEVER, that notice shall be delivered to Chase Card Funding the applicable Collateral Agent in connection with any increase in the Invested Amount of a an existing Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase DateCertificate), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyedpledged, (y) the Invested Amount of the Collateral Certificates to be conveyed pledged or (z) the amount by which the Invested Amount of a an existing Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Cut Off Date;
(ii) Chase USA shall represent and warrant as of the applicable Addition Cut-Cut Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the applicable Collateral Agent, as designee of the Issuer, and the Servicer a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”"ACCOUNT ASSIGNMENT") and, within five (5) Business Days after and the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA applicable Transferor shall have delivered to Chase Card Fundingthe applicable Collateral Agent, or shall maintain on behalf as designee of Chase Card Funding pursuant to Section 3.08the Issuer, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA file containing a true and Chase Card Funding) complete list of all Additional Accounts designated by such Account Assignment37 Accounts, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Cut Off Date, and stating to which list shallAsset Pool such Additional Accounts belong, which computer file shall be as of the date of such Addition DateAccount Assignment, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the applicable Collateral Agent, as designee of the Issuer, a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”"CERTIFICATE ASSIGNMENT") and each Collateral Certificate shall be registered in the name of Chase Card Fundingthe applicable Collateral Agent, as designee of the Issuer;
(vi) as of each of the Addition Cut-Cut Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA such Transferor shall have occurred nor shall the transfer to Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe applicable Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viii) as of (A) the Addition Cut-Off Dateif, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Additional Accounts designated to have their Receivables added to the Trust and designated for inclusion in any Asset Pool, shall exceed the applicable Aggregate Addition Limit for such Receivables hereafter created Asset Pool, the applicable Transferor shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.12(b) of such Additional Accounts in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Notes then issued and Outstanding and shall have delivered such notice to the proceeds thereof upon such creation applicable Collateral Agent, as designee of the Issuer;
(ix) if so notified by any Note Rating Agency on or (B) before the second Business Day prior to the Addition Date in connection with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Collateral Certificates pursuant to subsection 2.12(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and applicable Transferor shall have received notice from such Note Rating 38 Agency on or prior to the Additional Collateral Certificate designated on the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Transferor shall have delivered such Additional notice to the applicable Collateral Certificate will be held by Chase Card FundingAgent, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery as designee of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceedsIssuer; and
(ixx) Chase USA such Transferor shall have delivered to Chase Card Funding the applicable Collateral Agent, as designee of the Issuer, an Officer’s 's Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viiiix) above.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (First Usa Credit Card Master Trust)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding the Trust except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a2.12(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.12(b) (the “"Notice Date”"), Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer, the applicable Collateral Agent and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Trust Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust will be included in the Chase Card Funding Trust Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.12(a); provided, however, that notice shall be delivered to Chase Card Funding the applicable Collateral Agent in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyedpledged, (y) the Invested Amount of the Collateral Certificates to be conveyed pledged or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Cut Off Date;
(ii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Cut-Cut Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA the applicable Transferor shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuer, and the Servicer a written assignment in substantially the form of Exhibit A-2 (the “"Account Assignment”") and, within five (5) Business Days after and the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA applicable Transferor shall have delivered to Chase Card Fundingthe Owner Trustee, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08the Issuer, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA file containing a true and Chase Card Funding) complete list of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Cut Off Date, and stating to which list shallAsset Pool such Additional Accounts belong, which computer file shall be as of the date of such Addition DateAccount Assignment, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA the applicable Transferor shall have delivered to Chase Card Funding the Owner Trustee, on behalf of the Issuer, a written assignment in substantially the form of Exhibit A-1 (the “Collateral "Certificate Assignment”") and each Collateral Certificate shall be registered in the name of Chase Card Fundingthe Owner Trustee, on behalf of the Issuer;
(vi) as of each of the Addition Cut-Cut Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA such Transferor shall have occurred nor shall the transfer to Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USAthe applicable Transferor, result in an Adverse Effect under the Indenture; andEffect;
(viii) as of (Ai) the Addition Cut-Cut Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest, whether owned on the Addition Cut-Cut Off Date or thereafter acquired, of Chase USA the Transferor in and to the Receivables existing on the Addition Cut-Cut Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “"proceeds” " (including “"proceeds” " as defined in the applicable UCC) thereof, or, if the this Assignment does not constitute a sale of such property, it constitutes a grant of a “"security interest” " (as defined in the applicable UCC) in such property to Chase Card Fundingthe Trust, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the this Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (Bii) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding the Trust of all right, title and interest of Chase USA the Transferor in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Fundingthe Owner Trustee, on behalf of the Trust, free and clear of any Lien of any Person claiming through or under Chase USA the Transferor or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s the Transferor's right, title and interest in such Additional Collateral Certificate to Chase Card Fundingthe Owner Trustee, on behalf of the Trust, which is enforceable upon execution and delivery of the this Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding the Trust shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA shall have delivered to Chase Card Funding an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viii) above.;
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Chase Manhattan Bank Usa)
Conditions to Additions. On each the Addition Date with respect to any Additional Accounts, except Automatic Additional Accounts and/or Additional Collateral Certificatesdescribed in paragraph (d) below, the applicable Trust shall acquire the Receivables in such Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates shall acquire such Participation Interests existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding AssetsAdditional Cut-Off Date, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) below):conditions:
(i) on or before the third (3rd) tenth Business Day prior to immediately preceding the Addition Date Date, the applicable Transferor or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b) (the “Notice Date”), Chase USA Transferors shall have delivered to Chase Card Funding written given the Indenture Trustee, the Servicer and each Rating Agency notice (unless such notice requirement is otherwise waived) (and such notice provided to the Rating Agencies shall include such portfolio information as the Rating Agencies may reasonably request) that the Additional Accounts and/or Additional Collateral Certificates or Participation Interests will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as and specifying the applicable Addition Date or Increase Date and, in connection with the and Additional Accounts, the Addition Cut-Off Date;
(ii) Chase USA shall represent and warrant as of the applicable Addition Additional Cut-Off Date, each such Additional Account is an Accounts shall be Eligible AccountAccounts;
(iii) Chase USA shall represent and warrant as of on or before the Required Delivery Date, the applicable Addition DateTransferor or Transferors shall have delivered to the Indenture Trustee copies of UCC-1 financing statements covering such Additional Accounts or Participation Interests, each if necessary to perfect the Trust's interest in the Receivables arising therein and a schedule of such Additional Collateral Certificate is an Eligible Collateral CertificateAccounts;
(iv) on to the extent required by Section 8.04 of the Indenture, such Transferor or before Transferors shall have deposited in the Addition Date Collection Account all Collections with respect to such Additional Accounts and or Participation Interests since the Receivables arising thereunder, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Funding;
(vi) as of each of the Addition Additional Cut-Off Date and the Addition Date, no Insolvency Event with respect to any Account Owner of any of the Account Owner, as applicableAdditional Accounts, or Chase USA such Transferor shall have occurred nor shall the transfer to Chase Card Funding the Trust of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate Participation Interests have been made in contemplation of the occurrence thereof;
(vi) solely with respect to Additional Accounts designated pursuant to subsection 2.09(b) and Participation Interests added under subsection 2.09(a) or subsection 2.09(b), the Rating Agency Condition shall have been satisfied;
(vii) (A) the acquisition by Chase Card Funding of the each Transferor transferring Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of on such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USA, result in an Adverse Effect under the Indenture; and
(viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA shall have delivered to Chase Card Funding the Indenture Trustee an Officer’s 's Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (vi) above;
(viii) abovethe addition to the Trust of the Receivables arising in the Additional Accounts or of the Participation Interests will not result in an Adverse Effect and, in the case of Additions, each Transferor transferring Receivables in the Additional Accounts on such Addition Date shall have delivered to the Indenture Trustee an Officer's Certificate, dated the Addition Date, stating that such Transferor reasonably believes that the addition to the Trust will not have an Adverse Effect;
(ix) solely with respect to Additional Accounts designated pursuant to subsection 2.09(b) and Participation Interests added under subsection 2.09(a) or subsection 2.09(b), the Transferors shall have delivered to the Indenture Trustee and each Rating Agency an Opinion of Counsel, dated the Addition Date, in accordance with subsection 9.02(d)(ii) or (iv), as applicable; and
(x) solely with respect to the addition of accounts that are Special Payment Accounts, immediately following the addition of the Additional Accounts, the aggregate amount of Principal Receivables existing in Special Payment Accounts which have been designated to the Trust shall not exceed 30% of the total amount of Principal Receivables then in the Trust.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Conseco Finance Credit Card Funding Corp)
Conditions to Additions. On each Addition Date with respect to any Additional Accounts and/or Additional Collateral Certificates, the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreement) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding Trust Assets, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding the Trust except as specified in clause (i) below):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a2.12(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.12(b) (the “Notice Date”), Chase USA the Transferor shall have delivered to Chase Card Funding the Owner Trustee, the Indenture Trustee, the Servicer, the Collateral Agent and each Note Rating Agency written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Trust Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust will be included in the Chase Card Funding Trust Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.12(a); provided, however, that notice shall be delivered to Chase Card Funding the Collateral Agent in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding the Trust on or prior to the relevant Increase Date), which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Off Date;
(ii) Chase USA shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and the Receivables arising thereunder, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-2 (the “Account Assignment”) and, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA and Chase Card Funding) of all Additional Accounts designated by such Account Assignment, identified by account reference number and the aggregate amount of the Receivables in each Additional Account as of the Addition Cut-Off Date, which list shall, as of such Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(v) on or before the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially the form of Exhibit A-1 (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Funding;
(vi) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA shall have occurred nor shall the transfer to Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereof;
(vii) (A) the acquisition by Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USA, result in an Adverse Effect under the Indenture; and
(viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA shall have delivered to Chase Card Funding an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (ii) through (viii) above.,
Appears in 1 contract
Samples: Transfer and Servicing Agreement
Conditions to Additions. On each Addition Date with respect to any Additional Asset Pool One Accounts and/or Additional Asset Pool One Collateral Certificates, the applicable Receivables in Additional Asset Pool One Accounts (and such Additional Asset Pool One Accounts shall be deemed to be Accounts for purposes of this AgreementAsset Pool One Supplement) or the applicable Additional Asset Pool One Collateral Certificates existing as of the close of business on the applicable Addition Date shall be designated as additional Chase Card Funding AssetsCollateral, subject to the satisfaction of the following conditions (which shall not apply with respect to any increase in the Invested Amount of any existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (iii) below):
(i) all of the requirements for the addition of Accounts set forth under subsection 2.12(c) of the Transfer and Servicing Agreement shall have been satisfied and all of the representations and warranties set forth under subsection 2.04(a) of the Transfer and Servicing Agreement to be made on each Addition Date shall be true and correct in all material respects on such Addition Date;
(ii) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date Date, as applicable, with respect to additions or increases pursuant to subsection 2.10(a2.4(a) and on or before the fifth (5th) Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.4(b) (the “Notice Date”), Chase USA the Issuing Entity shall have delivered to Chase Card Funding the Indenture Trustee, the Collateral Agent, each Note Rating Agency and the Servicer written notice (unless such notice requirement is otherwise waived) that the Additional Accounts and/or Additional such additional Collateral Certificates will be included designated for inclusion in the Chase Card Funding Assets Asset Pool One, or an increased Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding will be included designated for inclusion in the Chase Card Funding Assets Collateral (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a2.4(a); provided, however, that notice shall be delivered to Chase Card Funding the Collateral Agent in connection with any increase in the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date), ) which notice shall specify, as applicable, (x) the approximate aggregate amount of the Principal Receivables to be conveyeddesignated for inclusion in Asset Pool One, (y) the Invested Amount of the Additional Asset Pool One Collateral Certificates to be conveyed designated for inclusion in Asset Pool One or (z) the amount by which the Invested Amount of a an existing Asset Pool One Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as the applicable Addition Date or Increase Date and, in connection with the Additional Asset Pool One Accounts, the Addition Cut-Off Date;
(iiiii) Chase USA shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Asset Pool One Account is an Eligible Account;
(iiiiv) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Asset Pool One Collateral Certificate is an Eligible Collateral Certificate;
(ivv) on or before the Addition Date with respect to Additional Asset Pool One Accounts and the Receivables arising thereunder, Chase USA the Issuing Entity shall have delivered to Chase Card Funding the Collateral Agent and the Servicer a written assignment (including an acceptance by the Collateral Agent for the benefit and security of the Asset Pool One Noteholders and the other Secured Parties) in substantially the form of Exhibit A-2 B (the “Account Assignment”) andand the Issuing Entity shall have, within five (5) Business Days after the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA Collateral Agent a true and complete list (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between Chase USA the Transferor and Chase Card Fundingthe Collateral Agent) of all Additional Accounts designated by such Account AssignmentAsset Pool One Accounts, identified by account reference number and the aggregate amount of the Receivables in each Additional Asset Pool One Account as of the Addition Cut-Off Date, which list shall, as of such the Addition Date, modify and amend and be incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this AgreementAsset Pool One Supplement;
(vvi) on or before the Addition Date with respect to Additional Asset Pool One Collateral Certificates, Chase USA the Issuing Entity shall have delivered to Chase Card Funding the Collateral Agent and the Servicer a written assignment in substantially the form of Exhibit A-1 C (the “Collateral Certificate Assignment”) and each Collateral Certificate shall be registered in the name of Chase Card Fundingand shall be delivered to the Collateral Agent in accordance with Section 4.14;
(vivii) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, the applicable Transferor or Chase USA the Issuing Entity shall have occurred nor shall the transfer to Chase Card Funding Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the Additional Asset Pool One Collateral Certificate Certificate, as applicable, have been made in contemplation of the occurrence thereof;
(vii) (Aviii) the acquisition by Chase Card Funding designation for inclusion in Asset Pool One of the Receivables arising in the Additional Asset Pool One Accounts or of the Additional Asset Pool One Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, Certificates shall not, in the reasonable belief of Chase USAthe Issuing Entity, result in an Adverse Effect under Effect;
(ix) if, with respect to any three-month period or with respect to any twelve-month period, the Indentureaggregate number of Additional Asset Pool One Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit, the Issuing Entity shall have received notice from each Note Rating Agency that the inclusion pursuant to subsection 2.4(b) of such Additional Asset Pool One Accounts in Asset Pool One in excess of the applicable Aggregate Addition Limit will not result in the reduction or withdrawal of its then existing rating of any Series, Class or Tranche of Asset Pool One Notes then issued and Outstanding and shall have delivered such notice to the Collateral Agent;
(x) if so notified by any Note Rating Agency on or before the second Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.4(a) or on or before the fourth Business Day prior to the Addition Date with respect to additions of Additional Asset Pool One Collateral Certificates pursuant to subsection 2.4(b) that such Note Rating Agency has elected to impose a Note Rating Agency Condition with respect to the addition of an Additional Asset Pool One Collateral Certificate, the Issuing Entity shall have received notice from such Note Rating Agency on or prior to the applicable Addition Date that the Note Rating Agency Condition shall have been satisfied with respect to such Note Rating Agency and the Issuing Entity shall have delivered such notice to the Collateral Agent; and
(viii) as of (Axi) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest of Chase USA in and to the Additional Collateral Certificate designated on the Addition Date and such Additional Collateral Certificate will be held by Chase Card Funding, free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates, or (y) a valid transfer for security of all of Chase USA’s right, title and interest in such Additional Collateral Certificate to Chase Card Funding, which is enforceable upon execution and delivery of the Assignment. Upon the filing of all such appropriate financing statements, Chase Card Funding shall have a first priority perfected security or ownership interest in such property and proceeds; and
(ix) Chase USA Issuing Entity shall have delivered to Chase Card Funding the Collateral Agent an Officer’s Certificate, dated the Addition Date, confirming, to the extent applicable, the items set forth in clauses (iiiii) through (viiix) above.
Appears in 1 contract
Samples: Asset Pool Supplement (First Usa Credit Card Master Trust)
Conditions to Additions. On each Addition Date with respect to The Seller agrees that any such Conveyance of Receivables from Additional Accounts and/or Additional Collateral Certificatesunder subsection 2.6(a), the applicable Receivables in Additional Accounts (and such Additional Accounts shall be deemed to be Accounts for purposes of this Agreementb) or the applicable Additional Collateral Certificates existing as of the close of business on the applicable Addition Date (c) shall be designated as additional Chase Card Funding Assets, subject to the satisfaction of satisfy the following conditions (which to the extent provided below) (provided, however, that the conditions set forth in clauses (i) and (vi) shall not apply with respect to any increase in the Invested Amount of any Collateral Certificate previously conveyed to Chase Card Funding except as specified in clause (i) belowAdditional Accounts which are governed by Section 2.6(c)):
(i) on or before the third (3rd) Business Day prior to the Addition Date or the Increase Date with respect to additions or increases pursuant to subsection 2.10(a) and on or before the fifth (5th) tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.10(b2.6(a) and subsection 2.6(b) (the “"Addition Notice Date”"), Chase USA the Seller shall have delivered to Chase Card Funding give the Trustee, the Servicer, the Rating Agencies, each Purchaser Representative and each Enhancement Provider written notice (unless that such notice requirement is otherwise waived) that the Additional Accounts and/or Additional Collateral Certificates will be included in the Chase Card Funding Assets or an increased Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding will be included in the Chase Card Funding Assets (the latter notice requirement shall only apply to increases made pursuant to subsection 2.10(a); provided, however, that notice shall be delivered to Chase Card Funding in connection with any increase in the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding on or prior to the relevant Increase Date)included, which notice (the "Addition Notice") shall specify, as applicable, (x) specify the approximate aggregate amount of the Principal Receivables to be conveyed, (y) the Invested Amount of the Collateral Certificates to be conveyed or (z) the amount by which the Invested Amount of a Collateral Certificate previously conveyed to Chase Card Funding is to be increased, as well as Conveyed and the applicable Addition Date or Increase Date and, in connection with the Additional Accounts, the Addition Cut-Cut Off Date;
(ii) Chase USA shall represent and warrant as of the applicable Addition Cut-Off Date, each Additional Account is an Eligible Account;
(iii) Chase USA shall represent and warrant as of the applicable Addition Date, each Additional Collateral Certificate is an Eligible Collateral Certificate;
(iv) on or before the Addition Date with respect to Additional Accounts and Date, the Receivables arising thereunder, Chase USA Seller shall have delivered to Chase Card Funding the Trustee a written assignment in substantially the form of Exhibit A-2 B (the “Account "Assignment”) "), with a copy to each Purchaser Representative, and the Servicer shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been Conveyed to the Trust and, within five (5) Business Days after thereafter, the Addition Date, or as otherwise agreed between Chase USA and Chase Card Funding, Chase USA Servicer (on behalf of the Seller) shall have delivered to Chase Card Funding, or shall maintain on behalf of Chase Card Funding pursuant to Section 3.08, an accurate list, based on the computer records of Chase USA (in the form of Trustee a computer file, file or microfiche list, CD-ROM or such other form as is agreed upon between Chase USA written list containing a true and Chase Card Funding) complete list of all Additional Accounts designated by such Account AssignmentAccounts, identified by account reference number and the aggregate amount of the Receivables in each such Additional Account Accounts, as of the Addition Cut-Cut Off Date, which computer file or microfiche or written list shall, shall be as of the date of such Addition Date, modify and amend and be Assignment incorporated into and made a part of such Account Assignment and this Agreement and shall supplement Schedule 2 to this Agreement;
(viii) on the Seller shall represent and warrant that no selection procedures believed by the Seller to be materially adverse to the interests of the Investor Certificateholders or before any Receivables Purchasers were utilized in selecting the Addition Date with respect to Additional Collateral Certificates, Chase USA shall have delivered to Chase Card Funding a written assignment in substantially Accounts from the form of Exhibit A-1 (available Eligible Accounts from the “Collateral Certificate Assignment”) Bank Portfolio and each Collateral Certificate shall be registered in the name of Chase Card Funding;
(vi) that as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Account Owner, as applicable, or Chase USA shall have occurred nor shall the transfer to Chase Card Funding of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate have been made in contemplation of the occurrence thereofSeller is not insolvent;
(vii) (Aiv) the acquisition by Chase Card Funding Seller shall represent and warrant that, as of the Receivables arising in the Additional Accounts or of the Additional Collateral Certificate, (B) the conveyance of such Receivables by Chase Card Funding to the Trust and (C) the pledge of such Receivables or Additional Collateral Certificate by the Trust to the Indenture Trustee, shall not, in the reasonable belief of Chase USA, result in an Adverse Effect under the Indenture; and
(viii) as of (A) the Addition Cut-Off Date, the Assignment constitutes a valid sale, transfer and assignment to Chase Card Funding of all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of Chase USA in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof, or, if the Assignment does not constitute a sale of such property, it constitutes a grant of a “security interest” (as defined in the applicable UCC) in such property to Chase Card Funding, which, in the case of existing Receivables and the proceeds thereof, is enforceable upon execution and delivery of the Assignment, and which will be enforceable with respect to such Receivables hereafter created and the proceeds thereof upon such creation or (B) the Addition Date in connection with an Additional Collateral Certificate, the Assignment constitutes either (x) a valid sale, transfer and assignment sale to Chase Card Funding the Trust of all right, title and interest of Chase USA the Seller in and to the Receivables then existing and thereafter created from time to time in the Additional Collateral Certificate designated on Accounts until the Addition Date 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 and such Additional Collateral Certificate property will be held by Chase Card Fundingthe Trust free and clear of any Lien 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 Trust, 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 Trust, and which will be enforceable with respect to the Receivables thereafter created from time to time in respect of Additional Accounts conveyed on such Addition Date 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 Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of financing statements as described in Section 2.1 with respect to such Additional Accounts and the Receivables thereafter created from time to time in such Additional Accounts until the termination of the Trust, monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, and proceeds of the foregoing, upon the creation of such property, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in any applicable jurisdiction), free and clear of any Lien of any Person claiming through or under Chase USA the Seller or any of its Affiliates;
(v) the Seller shall represent and warrant that each Additional Account is, or (y) a valid transfer for security as of all of Chase USA’s rightthe Addition Cut Off Date, title an Eligible Account, and interest each Receivable in such Additional Collateral Certificate to Chase Card FundingAccount is, which is enforceable upon execution and delivery as of the Assignment. Upon Addition Cut Off Date, an Eligible Receivable;
(vi) if any Certificate Series is outstanding, the filing of all such appropriate financing statements, Chase Card Funding Seller shall have a first priority perfected security or ownership interest in such property received written evidence that the Rating Agency Condition has been satisfied, and proceeds; andif no Certificate Series shall be outstanding, the Seller shall have received the written consent of each Purchaser Representative;
(ixvii) Chase USA the Seller shall have delivered deliver to Chase Card Funding the Trustee and each Purchaser Representative an Officer’s Certificate, dated 's Certificate substantially in the Addition Date, confirming, form of Schedule 2 to the extent applicable, Exhibit B confirming the items set forth in clauses (iiiii), (iv) through and (v) above; and
(viii) abovethe Seller shall deliver to the Trustee an Opinion of Counsel addressed to the Trustee, each Rating Agency, Purchaser Representative and Enhancement Provider with respect to the Receivables substantially in the form of Exhibit D and such opinion shall be of an independent, nationally recognized law firm; provided, however, that such Opinion of Counsel may be delivered at such other times as may be permitted by the Rating Agencies as evidenced by written notice thereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Charming Shoppes Master Trust)
