Common use of Conditions to Additions Clause in Contracts

Conditions to Additions. The Transferor agrees that any such transfer of Receivables from Additional Accounts under subsection 2.06(a) or 2.06(b) shall satisfy the following conditions (to the extent provided below): (i) on or before the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(b) (the “Notice Date”), the Transferor shall give the Trustee, each Rating Agency and the Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred; (ii) on or before the Addition Date, the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Investor Certificateholders) in substantially the form of Exhibit B (the “Assignment”) and shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred to the Trustee, on behalf of the Trust. Within five Business Days after the Addition Date, the Transferor shall have delivered to the Trustee 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 the Transferor and the Trustee) of all Additional Accounts, identified by account number and the aggregate amount of the Receivables in each such Additional Account as of the Addition Cut-Off Date, which list shall, as of the Addition Date, modify and amend and be incorporated into and made a part of such Assignment and this Agreement; (iii) the Transferor shall represent and warrant that (x) each Additional Account is, as of the Addition Cut-Off Date, an Eligible Account, and each Receivable in such Additional Account, is, as of the Addition Cut-Off Date, an Eligible Receivable, (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Investor Certificateholders were utilized in selecting the Additional Accounts from the available Eligible Accounts from the Bank Portfolio, and (z) as of the Addition Date, the Transferor is not insolvent; (iv) the Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid transfer and assignment to the Trustee of all right, title and interest of the Transferor in and to the Receivables then existing and thereafter created in the Additional Accounts, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (A) Liens permitted under subsection 2.05(b), (B) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (C) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account, or any Series Account as provided in this Agreement and any related Supplement or (y) a valid transfer for security (under the UCC as in effect in the applicable jurisdiction) in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trustee, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on such Addition Date, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon such creation; and (z) upon the filing of a financing statement as described in Section 2.01 with respect to such Receivables thereafter created in such Additional Accounts and the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating thereto, upon such creation, the Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b); (v) the Transferor shall deliver an Officer’s Certificate substantially in the form of Schedule 2 to Exhibit B to the Trustee; (vi) on or before the Addition Date, the Transferor shall deliver to the Trustee (with a copy to each Rating Agency) an Opinion of Counsel with respect to the Receivables arising in Accounts included as Additional Accounts during the preceding three-month period substantially in the form of Exhibit E; and (vii) if (x) with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit or (y) the Accounts designated to have their Receivables added to the Trust were not originated by the Transferor, the Transferor shall have received notice from Standard & Poor’s, Xxxxx’x and Fitch that the inclusion pursuant to subsection 2.06(b) of accounts as Additional Accounts in excess of the applicable Aggregate Addition Limit or not originated by the Transferor will not result in the reduction or withdrawal of its then existing rating of any Series of Investor Certificates then issued and outstanding and shall have delivered such notice to the Trustee.

Conditions to Additions. The Transferor agrees that any such transfer of Receivables from Additional Accounts under subsection 2.06(a) or 2.06(b) shall satisfy the following conditions (to the extent provided below): (i) on or before the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(b) (the “"Notice Date”"), the Transferor shall give the Trustee, each Rating Agency and the Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred; (ii) on or before the Addition Date, the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Investor Certificateholders) in substantially the form of Exhibit B (the “"Assignment”") and the Transferor shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred to the TrusteeTrustee and, on behalf of the Trust. Within within five Business Days after the Addition Datethereafter, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing 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 the Transferor and the Trustee) of all Additional Accounts, identified by account number and the aggregate amount of the Receivables in each such Additional Account Accounts, as of the Addition Cut-Off Date, which computer file or microfiche list shall, shall be as of the Addition Date, modify and amend and be date of such Assignment incorporated into and made a part of such Assignment and this Agreement; (iii) the Transferor shall represent and warrant that (x) each Additional Account is, as of the Addition Cut-Off Date, an Eligible Account, and each Receivable in such Additional Account, is, as of the Addition Cut-Off Date, an Eligible Receivable, (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Investor Certificateholders were utilized in selecting the Additional Accounts from the available Eligible Accounts from the Bank Portfolio, and (z) as of the Addition Date, the Transferor is not insolvent; (iv) the Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid transfer and assignment to the Trustee Trust of all right, title and interest of the Transferor in and to the Receivables then existing and thereafter created in the Additional Accounts, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (Ai) Liens permitted under subsection 2.05(b), (Bii) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (Ciii) the Transferor’s 's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account, or any Series Account as provided in this Agreement and any related Supplement or (y) a valid transfer for security (under the UCC as in effect in the applicable jurisdiction) in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trustee, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on such Addition Date, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon such creation; and (z) upon the filing of a financing statement as described in Section 2.01 with respect to such Receivables thereafter created in such Additional Accounts and the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating thereto, upon such creation, the Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b); (v) the Transferor shall deliver an Officer’s 's Certificate substantially in the form of Schedule 2 to Exhibit B to the Trustee; (vi) on or before the Addition Opinion Delivery Date, the Transferor shall deliver to the Trustee (with a copy to each Rating Agency) an Opinion of Counsel with respect to the Receivables arising in Accounts included as Additional Accounts during the preceding three-three month period substantially in the form of Exhibit E; and (vii) if (x) with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit or (y) the Accounts designated to have their Receivables added to the Trust were not originated by the Transferor, the Transferor shall have received notice from Standard & Poor’s's, Xxxxx’x Moody's and Fitch that the inclusion pursuant to subsection xx xxxsection 2.06(b) of accounts as Additional Accounts in excess of the applicable Aggregate Addition Limit or not originated by the Transferor will not result in the reduction or withdrawal of its then existing rating of any Series of Investor Certificates then issued and outstanding and shall have delivered such notice to the Trustee.

Conditions to Additions. The Transferor agrees that any such transfer of Receivables from Additional Accounts under subsection 2.06(a) or 2.06(b) shall satisfy the following conditions (to the extent provided below): (i) on or before the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(b) (the “"Notice Date”"), the Transferor shall give the Trustee, each Rating Agency and the Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred; (ii) on or before the Addition Date, the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Investor Certificateholders) in substantially the form of Exhibit B (the “"Assignment”") and the Transferor shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred to the TrusteeTrustee and, on behalf of the Trust. Within within five Business Days after the Addition Datethereafter, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing 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 the Transferor and the Trustee) of all Additional Accounts, identified by account number and the aggregate amount of the Receivables in each such Additional Account Accounts, as of the Addition Cut-Off Date, which computer file or microfiche list shall, shall be as of the Addition Date, modify and amend and be date of such Assignment incorporated into and made a part of such Assignment and this Agreement; (iii) the Transferor shall represent and warrant that (x) each Additional Account is, as of the Addition Cut-Off Date, an Eligible Account, and each Receivable in such Additional Account, is, as of the Addition Cut-Off Date, an Eligible Receivable, (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Investor Certificateholders were utilized in selecting the Additional Accounts from the available Eligible Accounts from the Bank Portfolio, and (z) as of the Addition Date, the Transferor is not insolvent; (iv) the Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid transfer and assignment to the Trustee Trust of all right, title and interest of the Transferor in and to the Receivables then existing and thereafter created in the Additional Accounts, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (Ai) Liens permitted under subsection 2.05(b), (Bii) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (Ciii) the Transferor’s 's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account, or any Series Account as provided in this Agreement and any related Supplement or (y) a valid transfer for security (under the UCC as in effect in the applicable jurisdiction) in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trustee, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on such Addition Date, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon such creation; and (z) upon the filing of a financing statement as described in Section 2.01 with respect to such Receivables thereafter created in such Additional Accounts and the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating thereto, upon such creation, the Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b); (v) the Transferor shall deliver an Officer’s 's Certificate substantially in the form of Schedule 2 to Exhibit B to the Trustee; (vi) on or before the Addition Opinion Delivery Date, the Transferor shall deliver to the Trustee (with a copy to each Rating Agency) an Opinion of Counsel with respect to the Receivables arising in Accounts included as Additional Accounts during the preceding three-three month period substantially in the form of Exhibit E; and (vii) if (x) with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit or (y) the Accounts designated to have their Receivables added to the Trust were not originated by the Transferor, the Transferor shall have received notice from Standard & Poor’s's, Xxxxx’x Moody's and Fitch that the inclusion pursuant to subsection xxxxxction 2.06(b) of accounts as Additional Accounts in excess of the applicable Aggregate Addition Limit or not originated by the Transferor will not result in the reduction or withdrawal of its then existing rating of any Series of Investor Certificates then issued and outstanding and shall have delivered such notice to the Trustee.

Conditions to Additions. The Transferor agrees that any such transfer Conveyance of Receivables from Additional Accounts under subsection 2.06(a2.6(a), (b) or 2.06(b(c) shall satisfy the following conditions (to the extent provided below and unless otherwise limited in clauses (i) – (vii) below): (i) on or before the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(a2.6(b) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(b2.6(c) (the “Addition Notice Date”), the Transferor shall give the TrusteeIssuer, each the Servicer, the Rating Agency Agencies and the Servicer Indenture Trustee written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferredConveyed and the applicable Addition Cut Off Date; (ii) in the case of a Conveyance of Additional Accounts under subsection 2.6(b) or 2.6(c) hereof, on or before prior to the Addition Date, the Transferor shall have delivered to the Trustee Issuer a written assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Investor Certificateholders) in substantially the form of Exhibit B A (the “Assignment”) ), with a copy to the Indenture Trustee, and the Servicer shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred Conveyed to the TrusteeIssuer and, within five Business Days thereafter, the Servicer (on behalf of the Trust. Within five Business Days after the Addition Date, the Transferor Transferor) shall have delivered to the Trustee Issuer a computer file or microfiche or written list containing 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 the Transferor and the Trustee) of all Additional Accounts, identified by account number or identification number and the aggregate amount of the Receivables in each such Additional Account as of the Addition Cut-Off Date, which list shallAccounts, as of the Addition Cut Off Date, modify and amend and which computer file or microfiche or written list shall be as of the date of such Assignment incorporated into and made a part of such Assignment and this Agreement; (iii) the Transferor shall represent and warrant that (x) each Additional Account is, as of the Addition Cut-Off Date, an Eligible Account, and each Receivable in such Additional Account, is, as of the Addition Cut-Off Date, an Eligible Receivable, (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Investor Certificateholders Noteholders were utilized in selecting the Additional Accounts from the available Eligible Accounts from of the Bank Portfolio, and (z) that as of the Addition Date, the Transferor is not insolvent; (iv) the Transferor shall represent and warrant that, as of the Addition Date, this Agreement, together with the Assignment related Assignment, if any, constitutes either (x) a valid transfer and assignment perfected sale to the Trustee Issuer of all right, title and interest of the Transferor in and to the Receivables then existing and thereafter created from time to time in the Additional AccountsAccounts until the termination of the Issuer, 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 (as defined in of the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto foregoing and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto property will be held by the Trustee Issuer free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliatesother Lien, except for (A) Liens permitted under subsection 2.05(b), (B) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (C) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account, or any Series Account as provided in this Agreement and any related Supplement or (y) a valid transfer for security (under the UCC as in effect in the applicable jurisdiction) in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trustee, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on such Addition Date, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon such creation; and (z) upon the filing grant of a financing statement as described in Section 2.01 with respect to such Receivables thereafter created in such Additional Accounts and the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating thereto, upon such creation, the Trustee shall have a first first-priority perfected security interest (as defined in the UCC as in effect in the any applicable jurisdiction) in such property to the Issuer, 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, all rights, remedies, powers and privileges with respect to the Receivables, and all proceeds of the foregoing, upon the Conveyance of such Receivables to the Issuer, 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 Issuer, 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 this Agreement, together with the related Assignment, if any, constitutes the grant of a security interest to the Issuer 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 Issuer, 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 Issuer shall have a first-priority perfected security interest in such property (subject to the rules governing proceeds set forth in Section 9-315 of the UCC as in effect in the any applicable jurisdiction), except for Liens permitted under subsection 2.05(b)free and clear of any Lien other than Permitted Liens; (v) the Transferor shall represent and warrant that (x) in the case of each Supplemental Account, each Supplemental Account is, as of the Addition Cut Off Date, an Eligible Account, and each Receivable in such Additional Account is, as of the Addition Cut Off Date, an Eligible Receivable and (y) in the case of each Automatic Additional Account, each Automatic Additional Account is, as of the date of its creation, or, if later, the related Addition Date, an Eligible Account, and each Receivable then existing in such Automatic Additional Account is, as of such date, an Eligible Receivable; (vi) with respect to an addition governed by Section 2.6(c), the Transferor shall have received written evidence that the Rating Agency Condition has been satisfied; (vii) the Transferor shall deliver to the Issuer and the Indenture Trustee an Officer’s Certificate substantially in the form of Schedule 2 to Exhibit B to A confirming the Trustee;items set forth in clauses (iv) and (v) above; and (viviii) on or before the Addition Date, the Transferor shall deliver to the Indenture Trustee (with a copy to each Rating Agency) an Opinion of Counsel addressed to the Indenture Trustee and each Rating Agency with respect to the Receivables arising in Accounts included as Additional Accounts during the preceding three-month period substantially in the form of Exhibit EF hereto; and (vii) if (x) with respect to any three-month period or with respect to any twelve-month periodprovided, the aggregate number however, that such Opinion of Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit or (y) the Accounts designated to have their Receivables added to the Trust were not originated Counsel may be delivered at such other times as may be permitted by the Transferor, the Transferor shall have received Rating Agencies as evidenced by written notice from Standard & Poor’s, Xxxxx’x and Fitch that the inclusion pursuant to subsection 2.06(b) of accounts as Additional Accounts in excess of the applicable Aggregate Addition Limit or not originated by the Transferor will not result in the reduction or withdrawal of its then existing rating of any Series of Investor Certificates then issued and outstanding and shall have delivered such notice to the Trusteethereof.

Conditions to Additions. The Transferor agrees that any such transfer of Receivables from Additional Accounts under subsection 2.06(a) or 2.06(b) shall satisfy the following conditions (to the extent provided below): (i) on or before the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(b) (the “Notice Date”), the Transferor shall give the Trustee, each Rating Agency and the Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred; (ii) on or before the Addition Date, the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Investor Certificateholders) in substantially the form of Exhibit B (the “Assignment”) and the Transferor shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred to the TrusteeTrustee and, on behalf of the Trust. Within within five Business Days after the Addition Datethereafter, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing 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 the Transferor and the Trustee) of all Additional Accounts, identified by account number and the aggregate amount of the Receivables in each such Additional Account Accounts, as of the Addition Cut-Off Date, which computer file or microfiche list shall, shall be as of the Addition Date, modify and amend and be date of such Assignment incorporated into and made a part of such Assignment and this Agreement; (iii) the Transferor shall represent and warrant that (x) each Additional Account is, as of the Addition Cut-Off Date, an Eligible Account, and each Receivable in such Additional Account, is, as of the Addition Cut-Off Date, an Eligible Receivable, (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Investor Certificateholders were utilized in selecting the Additional Accounts from the available Eligible Accounts from the Bank Portfolio, and (z) as of the Addition Date, the Transferor is not insolvent; (iv) the Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid transfer and assignment to the Trustee of all right, title and interest of the Transferor in and to the Receivables then existing and thereafter created in the Additional Accounts, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (Ai) Liens permitted under subsection 2.05(b), (Bii) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (Ciii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account, or any Series Account as provided in this Agreement and any related Supplement or (y) a valid transfer for security (under the UCC as in effect in the applicable jurisdiction) in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trustee, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on such Addition Date, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon such creation; and (z) upon the filing of a financing statement as described in Section 2.01 with respect to such Receivables thereafter created in such Additional Accounts and the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating thereto, upon such creation, the Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b); (v) the Transferor shall deliver an Officer’s Certificate substantially in the form of Schedule 2 to Exhibit B to the Trustee; (vi) on or before the Addition Opinion Delivery Date, the Transferor shall deliver to the Trustee (with a copy to each Rating Agency) an Opinion of Counsel with respect to the Receivables arising in Accounts included as Additional Accounts during the preceding three-three month period substantially in the form of Exhibit E; and (vii) if (x) with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit or (y) the Accounts designated to have their Receivables added to the Trust were not originated by the Transferor, the Transferor shall have received notice from Standard & Poor’s, Xxxxx’x and Fitch that the inclusion pursuant to subsection 2.06(b) of accounts as Additional Accounts in excess of the applicable Aggregate Addition Limit or not originated by the Transferor will not result in the reduction or withdrawal of its then existing rating of any Series of Investor Certificates then issued and outstanding and shall have delivered such notice to the Trustee.

Conditions to Additions. The Transferor agrees that any such transfer of Receivables from Additional Accounts under subsection 2.06(a) or 2.06(b) shall satisfy the following conditions (to the extent provided below): (i) on or before the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.06(b) (the “"Notice Date”"), the Transferor shall give the Trustee, each Rating Agency and the Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be transferred; (ii) on or before the Addition Date, the Transferor shall have delivered to the Trustee a written assignment (including an acceptance by the Trustee on behalf of the Trust for the benefit of the Investor Certificateholders) in substantially the form of Exhibit B (the “"Assignment”") and the Transferor shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been transferred to the TrusteeTrustee and, on behalf of the Trust. Within within five Business Days after the Addition Datethereafter, the Transferor shall have delivered to the Trustee a computer file or microfiche list containing 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 the Transferor and the Trustee) of all Additional Accounts, identified by account number and the aggregate amount of the Receivables in each such Additional Account Accounts, as of the Addition Cut-Off Date, which computer file or microfiche list shall, shall be as of the Addition Date, modify and amend and be date of such Assignment incorporated into and made a part of such Assignment and this Agreement; (iii) the Transferor shall represent and warrant that (x) each Additional Account is, as of the Addition Cut-Off Date, an Eligible Account, and each Receivable in such Additional Account, is, as of the Addition Cut-Off Date, an Eligible Receivable, (y) no selection procedures believed by the Transferor to be materially adverse to the interests of the Investor Certificateholders were utilized in selecting the Additional Accounts from the available Eligible Accounts from the Bank Portfolio, and (z) as of the Addition Date, the Transferor is not insolvent; (iv) the Transferor shall represent and warrant that, as of the Addition Date, the Assignment constitutes either (x) a valid transfer and assignment to the Trustee of all right, title and interest of the Transferor in and to the Receivables then existing and thereafter created in the Additional Accounts, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (Ai) Liens permitted under subsection 2.05(b), (Bii) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (Ciii) the Transferor’s 's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account, or any Series Account as provided in this Agreement and any related Supplement or (y) a valid transfer for security (under the UCC as in effect in the applicable jurisdiction) in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trustee, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on such Addition Date, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon such creation; and (z) upon the filing of a financing statement as described in Section 2.01 with respect to such Receivables thereafter created in such Additional Accounts and the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating thereto, upon such creation, the Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b); (v) the Transferor shall deliver an Officer’s Certificate substantially in the form of Schedule 2 to Exhibit B to the Trustee; (vi) on or before the Addition Date, the Transferor shall deliver to the Trustee (with a copy to each Rating Agency) an Opinion of Counsel with respect to the Receivables arising in Accounts included as Additional Accounts during the preceding three-month period substantially in the form of Exhibit E; and (vii) if (x) with respect to any three-month period or with respect to any twelve-month period, the aggregate number of Accounts designated to have their Receivables added to the Trust shall exceed the applicable Aggregate Addition Limit or (y) the Accounts designated to have their Receivables added to the Trust were not originated by the Transferor, the Transferor shall have received notice from Standard & Poor’s, Xxxxx’x and Fitch that the inclusion pursuant to subsection 2.06(b) of accounts as Additional Accounts in excess of the applicable Aggregate Addition Limit or not originated by the Transferor will not result in the reduction or withdrawal of its then existing rating of any Series of Investor Certificates then issued and outstanding and shall have delivered such notice to the Trustee.have