Common use of Conditions to Additions Clause in Contracts

Conditions to Additions. The Transferor agrees that any such Conveyance of Receivables from Additional Accounts under subsection 2.6(a), (b) or (c) shall satisfy the following conditions (to the extent provided below and unless otherwise limited in clauses (i) – (vii) below): (i) on or prior to the Addition Date with respect to additions pursuant to subsection 2.6(b) and subsection 2.6(c) (the “Addition Notice Date”), the Transferor shall give the Issuer, the Servicer, the Rating Agencies and the Indenture Trustee written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be Conveyed 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 prior to the Addition Date, the Transferor shall have delivered to the Issuer a written assignment in substantially the form of Exhibit 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 Conveyed to the Issuer and, within five Business Days thereafter, the Servicer (on behalf of the Transferor) shall have delivered to the Issuer a computer file or microfiche or written list containing a true and complete list of all Additional Accounts, identified by account number or identification number and the aggregate amount of the Receivables in such Additional Accounts, as of the Addition Cut Off Date, 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 no selection procedures believed by the Transferor to be materially adverse to the interests of the Noteholders were utilized in selecting the Additional Accounts from the available Eligible Accounts of the Bank and 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 related Assignment, if any, constitutes either (x) a valid and perfected sale to the 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 Accounts 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 and such property will be held by the Issuer free and clear of any other Lien, or (y) a grant of a first-priority perfected security interest (as defined in the UCC as in effect in 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 Section 9-315 of the UCC as in effect in any applicable jurisdiction), 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 A confirming the items set forth in clauses (iv) and (v) above; and (viii) the Transferor shall deliver to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and each Rating Agency with respect to the Receivables substantially in the form of Exhibit F hereto; 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.

Conditions to Additions. The Transferor agrees that any such Conveyance transfer of Receivables from Additional Accounts under subsection 2.6(a), (b2.06(a) or (c2.06(b) 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 2.6(b2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.6(c2.06(b) (the “Addition "Notice Date”"), the Transferor shall give the IssuerTrustee, the Servicer, the each Rating Agencies Agency and the Indenture Trustee Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be Conveyed and the applicable Addition Cut Off Datetransferred; (ii) in the case of a Conveyance of Additional Accounts under subsection 2.6(b) or 2.6(c) hereof, on or prior to before the Addition Date, the Transferor shall have delivered to the Issuer 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 A B (the “"Assignment”), with a copy to the Indenture Trustee, ") and the Servicer Transferor shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been Conveyed transferred to the Issuer Trustee and, within five Business Days thereafter, the Servicer (on behalf of the Transferor) Transferor shall have delivered to the Issuer Trustee a computer file or microfiche or written list containing a true and complete list of all Additional Accounts, identified by account number or identification number and the aggregate amount of the Receivables in such Additional Accounts, as of the Addition Cut Cut-Off Date, 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 Noteholders Investor Certificateholders were utilized in selecting the Additional Accounts from the available Eligible Accounts of from the Bank Portfolio, and that (z) 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 related Assignment, if any, Assignment constitutes either (x) a valid transfer and perfected sale assignment to the Issuer Trustee 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 Accounts 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 ReceivablesAccounts, and all proceeds of the foregoing and such property will be held by the Issuer free and clear of any other Lien, or (y) a grant of a first-priority perfected security interest (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 (i) Liens permitted under subsection 2.05(b), (ii) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (iii) 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 IssuerTrustee, which is enforceable with respect to then existing Receivables in of the Additional Accounts, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and privileges with respect to the Receivables, and all proceeds of the foregoing, Insurance Proceeds relating thereto upon the Conveyance conveyance of such Receivables to the IssuerTrustee, 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 Date, the termination of proceeds (as defined in the Issuer, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers UCC as in effect in the applicable jurisdiction) thereof and privileges with respect to the Receivables, and all proceeds of the foregoing Insurance Proceeds relating thereto 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 a financing statements statement as described in Section 2.1 2.01 with respect to such Receivables thereafter created in such Additional Accounts and the Receivables thereafter created from time to time proceeds (as defined 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 Section 9-315 of the UCC as in effect in any the applicable jurisdiction), 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 Accountthereof, and each Receivable in Insurance Proceeds relating thereto, upon 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 Trustee 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 A confirming the items set forth in clauses (iv) and (v) above; and (viii) the Transferor shall deliver to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and each Rating Agency with respect to the Receivables substantially in the form of Exhibit F hereto; 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.have

Conditions to Additions. The Transferor Seller agrees that any such Conveyance of Receivables from Additional Accounts under subsection 2.6(a), (b) or (c) shall satisfy the following conditions (to the extent provided below and unless otherwise limited below) (provided, however, that the conditions set forth in clauses (i) – and (viivi) belowshall not apply to Additional Accounts which are governed by Section 2.6(c)): (i) on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.6(b2.6(a) and subsection 2.6(c2.6(b) (the “"Addition Notice Date”"), the Transferor Seller shall give the IssuerTrustee, the Servicer, the Rating Agencies Agencies, each Purchaser Representative and the Indenture Trustee each Enhancement Provider written notice that such Additional Accounts will be included, which notice (the "Addition Notice") shall specify the approximate aggregate amount of the Receivables to be Conveyed 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 prior to before the Addition Date, the Transferor Seller shall have delivered to the Issuer Trustee a written assignment in substantially the form of Exhibit A B (the “"Assignment”"), with a copy to the Indenture Trusteeeach 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 Issuer Trust and, within five Business Days thereafter, the Servicer (on behalf of the TransferorSeller) shall have delivered to the Issuer Trustee a computer file or microfiche or written list containing a true and complete list of all Additional Accounts, identified by account number or identification number and the aggregate amount of the Receivables in such Additional Accounts, as of the Addition Cut Off Date, 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 Seller shall represent and warrant that no selection procedures believed by the Transferor Seller to be materially adverse to the interests of the Noteholders Investor Certificateholders or any Receivables Purchasers were utilized in selecting the Additional Accounts from the available Eligible Accounts of from the Bank Portfolio and that as of the Addition Date, the Transferor Seller is not insolvent; (iv) the Transferor Seller shall represent and warrant that, as of the Addition Date, this Agreement, together with the related Assignment, if any, Assignment constitutes either (x) a valid and perfected sale to the Issuer Trust of all right, title and interest of the Transferor Seller in and to the Receivables then existing and thereafter created from time to time in the Additional Accounts until the termination of the IssuerTrust, 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 property will be held by the Issuer Trust free and clear of any other LienLien of any Person claiming through or under the Seller or any of its Affiliates, or (y) a grant of a first-priority perfected security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the IssuerTrust, 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 IssuerTrust, 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 IssuerTrust, 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, Assignment constitutes the grant of a security interest to the Issuer 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 IssuerTrust, 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 Trust shall have a first-first priority perfected security interest in such property (subject to Section 9-315 306 of the UCC as in effect in any applicable jurisdiction), free and clear of any Lien other than Permitted Liensof any Person claiming through or under the Seller or any of its Affiliates; (v) the Transferor Seller shall represent and warrant that (x) in the case of each Supplemental Account, each Supplemental 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 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)if any Certificate Series is outstanding, the Transferor Seller shall have received written evidence that the Rating Agency Condition has been satisfied, and if no Certificate Series shall be outstanding, the Seller shall have received the written consent of each Purchaser Representative; (vii) the Transferor Seller shall deliver to the Issuer Trustee and the Indenture Trustee each Purchaser Representative an Officer’s 's Certificate substantially in the form of Schedule 2 to Exhibit A B confirming the items set forth in clauses (iii), (iv) and (v) above; and (viii) the Transferor Seller shall deliver to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee and Trustee, each Rating Agency Agency, Purchaser Representative and Enhancement Provider with respect to the Receivables substantially in the form of Exhibit F heretoD 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.

Conditions to Additions. The Transferor agrees that any such Conveyance transfer of Receivables from Additional Accounts under subsection 2.6(a), (b2.06(a) or (c2.06(b) 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 2.6(b2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.6(c2.06(b) (the “Addition "Notice Date”"), the Transferor shall give the IssuerTrustee, the Servicer, the each Rating Agencies Agency and the Indenture Trustee Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be Conveyed and the applicable Addition Cut Off Datetransferred; (ii) in the case of a Conveyance of Additional Accounts under subsection 2.6(b) or 2.6(c) hereof, on or prior to before the Addition Date, the Transferor shall have delivered to the Issuer 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 A B (the “"Assignment”), with a copy to the Indenture Trustee, ") and the Servicer Transferor shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been Conveyed transferred to the Issuer Trustee and, within five Business Days thereafter, the Servicer (on behalf of the Transferor) Transferor shall have delivered to the Issuer Trustee a computer file or microfiche or written list containing a true and complete list of all Additional Accounts, identified by account number or identification number and the aggregate amount of the Receivables in such Additional Accounts, as of the Addition Cut Cut-Off Date, 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 Noteholders Investor Certificateholders were utilized in selecting the Additional Accounts from the available Eligible Accounts of from the Bank Portfolio, and that (z) 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 related Assignment, if any, Assignment constitutes either (x) a valid transfer and perfected sale assignment to the Issuer Trust 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 Accounts 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 ReceivablesAccounts, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of the foregoing such Receivables and Insurance Proceeds relating thereto and such property Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Issuer Trustee free and clear of any other LienLien of any Person claiming through or under the Transferor or any of its Affiliates, except for (i) Liens permitted under subsection 2.05(b), (ii) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (iii) 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 grant 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 first-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 any the 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 Section 9-315 of the rules governing proceeds set forth in the UCC as in effect in any the applicable jurisdiction), free and clear of any Lien other than Permitted Liensexcept for Liens permitted under subsection 2.05(b); (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 's Certificate substantially in the form of Schedule 2 to Exhibit A confirming B to the items set forth in clauses (iv) and (v) above; andTrustee; (viiivi) on or before the Opinion Delivery 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 F heretoE; providedand (vii) if (x) with respect to any three-month period or with respect to any twelve-month period, however, that such Opinion the aggregate number of Counsel may be delivered at such other times as may be permitted 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 Rating Agencies Transferor, the Transferor shall have received notice from Standard & Poor's, Moody's and Fitch that the inclusion pursuant ▇▇ ▇▇▇section 2.06(b) of accounts as evidenced Additional Accounts in excess of the applicable Aggregate Addition Limit or not originated by written 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 thereofto the Trustee.

Conditions to Additions. The Transferor Seller agrees that any such Conveyance of Receivables from Additional Accounts under subsection 2.6(a), (b) or (c) shall satisfy the following conditions (to the extent provided below and unless otherwise limited below) (provided, however, that the conditions set forth in clauses (i) – and (viivi) belowshall not apply to Additional Accounts which are governed by Section 2.6(c)): (i) on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.6(b2.6(a) and subsection 2.6(c2.6(b) (the “Addition Notice Date”), the Transferor Seller shall give the IssuerTrustee, the Servicer, the Rating Agencies Agencies, each Purchaser Representative and the Indenture Trustee each Enhancement Provider written notice that such Additional Accounts will be included, which notice (the “Addition Notice”) shall specify the approximate aggregate amount of the Receivables to be Conveyed 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 prior to before the Addition Date, the Transferor Seller shall have delivered to the Issuer Trustee a written assignment in substantially the form of Exhibit A B (the “Assignment”), with a copy to the Indenture Trusteeeach 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 Issuer Trust and, within five Business Days thereafter, the Servicer (on behalf of the TransferorSeller) shall have delivered to the Issuer Trustee a computer file or microfiche or written list containing a true and complete list of all Additional Accounts, identified by account number or identification number and the aggregate amount of the Receivables in such Additional Accounts, as of the Addition Cut Off Date, 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 Seller shall represent and warrant that no selection procedures believed by the Transferor Seller to be materially adverse to the interests of the Noteholders Investor Certificateholders or any Receivables Purchasers were utilized in selecting the Additional Accounts from the available Eligible Accounts of from the Bank Portfolio and that as of the Addition Date, the Transferor Seller is not insolvent; (iv) the Transferor Seller shall represent and warrant that, as of the Addition Date, this Agreement, together with the related Assignment, if any, Assignment constitutes either (x) a valid and perfected sale to the Issuer Trust of all right, title and interest of the Transferor Seller in and to the Receivables then existing and thereafter created from time to time in the Additional Accounts until the termination of the IssuerTrust, 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 property will be held by the Issuer Trust free and clear of any other LienLien of any Person claiming through or under the Seller or any of its Affiliates, or (y) a grant of a first-priority perfected security interest (as defined in the UCC as in effect in any applicable jurisdiction) in such property to the IssuerTrust, 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 IssuerTrust, 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 IssuerTrust, 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, Assignment constitutes the grant of a security interest to the Issuer 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 IssuerTrust, 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 Trust shall have a first-first priority perfected security interest in such property (subject to Section 9-315 306 of the UCC as in effect in any applicable jurisdiction), free and clear of any Lien other than Permitted Liensof any Person claiming through or under the Seller or any of its Affiliates; (v) the Transferor Seller shall represent and warrant that (x) in the case of each Supplemental Account, each Supplemental 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 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)if any Certificate Series is outstanding, the Transferor Seller shall have received written evidence that the Rating Agency Condition has been satisfied, and if no Certificate Series shall be outstanding, the Seller shall have received the written consent of each Purchaser Representative; (vii) the Transferor Seller shall deliver to the Issuer Trustee and the Indenture Trustee each Purchaser Representative an Officer’s Certificate substantially in the form of Schedule 2 to Exhibit A B confirming the items set forth in clauses (iii), (iv) and (v) above; and (viii) the Transferor Seller shall deliver an opinion of Counsel to the Indenture Trustee an Opinion of Counsel addressed to Trustee, the Indenture Trustee Rating Agencies, each Purchaser Representative and each Rating Agency Enhancement Provider with respect to the Receivables substantially in the form of Exhibit F heretoD 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.

Conditions to Additions. The Transferor agrees that any such Conveyance transfer of Receivables from Additional Accounts under subsection 2.6(a), (b2.06(a) or (c2.06(b) 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 2.6(b2.06(a) and on or before the tenth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.6(c2.06(b) (the “Addition Notice Date”), the Transferor shall give the IssuerTrustee, the Servicer, the each Rating Agencies Agency and the Indenture Trustee Servicer written notice that such Additional Accounts will be included, which notice shall specify the approximate aggregate amount of the Receivables to be Conveyed and the applicable Addition Cut Off Datetransferred; (ii) in the case of a Conveyance of Additional Accounts under subsection 2.6(b) or 2.6(c) hereof, on or prior to before the Addition Date, the Transferor shall have delivered to the Issuer 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 A B (the “Assignment”), with a copy to the Indenture Trustee, ) and the Servicer Transferor shall have indicated in its computer files that the Receivables created in connection with the Additional Accounts have been Conveyed transferred to the Issuer Trustee and, within five Business Days thereafter, the Servicer (on behalf of the Transferor) Transferor shall have delivered to the Issuer Trustee a computer file or microfiche or written list containing a true and complete list of all Additional Accounts, identified by account number or identification number and the aggregate amount of the Receivables in such Additional Accounts, as of the Addition Cut Cut-Off Date, 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 Noteholders Investor Certificateholders were utilized in selecting the Additional Accounts from the available Eligible Accounts of from the Bank Portfolio, and that (z) 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 related Assignment, if any, Assignment constitutes either (x) a valid transfer and perfected sale assignment to the Issuer Trustee 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 Accounts 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 ReceivablesAccounts, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of the foregoing such Receivables and Insurance Proceeds relating thereto and such property Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Issuer Trustee free and clear of any other LienLien of any Person claiming through or under the Transferor or any of its Affiliates, except for (i) Liens permitted under subsection 2.05(b), (ii) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (iii) 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 grant 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 first-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 any the 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 Section 9-315 of the rules governing proceeds set forth in the UCC as in effect in any the applicable jurisdiction), free and clear of any Lien other than Permitted Liensexcept for Liens permitted under subsection 2.05(b); (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 A confirming B to the items set forth in clauses (iv) and (v) above; andTrustee; (viiivi) on or before the Opinion Delivery 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 F heretoE; providedand (vii) if (x) with respect to any three-month period or with respect to any twelve-month period, however, that such Opinion the aggregate number of Counsel may be delivered at such other times as may be permitted 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 Rating Agencies Transferor, the Transferor shall have received notice from Standard & Poor’s, ▇▇▇▇▇’▇ and Fitch that the inclusion pursuant to subsection 2.06(b) of accounts as evidenced Additional Accounts in excess of the applicable Aggregate Addition Limit or not originated by written 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 thereofto the Trustee.