Common use of Conveyance of Receivables; Permitted Activities Clause in Contracts

Conveyance of Receivables; Permitted Activities. The Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trustee for the benefit of the Certificateholders and any Credit Enhancement Provider (as each’s interests may appear herein or in a related Supplement), without recourse, all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables existing at the close of business on the Cut Off Date in the case of Receivables arising in the initial Accounts, and on each Addition Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all proceeds of such Receivables, all Insurance Proceeds, all of its rights, remedies, powers and privileges under the Receivables Purchase Agreement, all Allocated Interchange and all Recoveries relating to such Receivables and all proceeds of any of the foregoing (collectively, the “Trust Assets”). In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, financing statements (including any continuation statements with respect to such financing statements when applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables and the proceeds thereof to the Trustee, and to deliver a file-stamped copy of such financing statements or continuation statements or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee on or prior to the date of issuance of the Certificates, and in the case of any continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Transferor. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and any reference in this Agreement to any transfer, assignment, set-over and conveyance to the Trust shall be construed as transfer, assignment, set-over, and conveyance to the Trustee. In connection with such transfer, the Transferor agrees, at its own expense, on or prior to the Initial Closing Date (i) to indicate in the Pool Index File maintained in its computer files that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trustee pursuant to this Agreement for the benefit of the Certificateholders and any Credit Enhancement Provider (as each’s interests may appear herein or in a related Supplement) by identifying such Accounts in the Pool Index File with the designation “S,” and to cause the Servicer to make a similar notation in its computer files, which notation shall remain so long as they remain Accounts or Additional Accounts, as applicable, hereunder, and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Receivable balance as of the Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Transferor and the Servicer each agrees not to alter the file designation referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account, a Defaulted Account or a Zero Balance Account. The Transferor shall hold such information with respect to the Accounts and Transferred Accounts, prior to delivery thereof to the Trustee, in trust for the benefit of the Trustee. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the extent that, such transfer is not deemed to be a sale, or, if for any reason any Receivable is held to be the property of the Transferor, the Transferor shall be deemed to have granted and the Transferor does hereby grant, to the Trustee for the benefit of the Certificateholders and any Credit Enhancement Provider (as each’s interests may appear herein or in a related Supplement) a first priority perfected security interest in all of the Trust Assets. This Agreement shall constitute a security agreement under applicable law. Pursuant to the written request of the Transferor, the Trustee shall cause Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Transferor pursuant to Section 6.02. The permitted activities of the Trust are hereby declared to be: (a) accepting and holding Receivables and other assets conveyed to it under the terms of this Agreement or any Assignment and the collections and proceeds thereof; accepting and holding, Credit Enhancement, passive financial assets and passive derivative financial instruments; (b) servicing or providing for the servicing of the Trust Assets; (c) issuing Certificates and other interests in the Trust Assets; (d) receiving Collections and making payments and distributions on such Certificates and interests in accordance with the terms of this Agreement and any Series Supplement; (e) engaging in other activities that are necessary or incidental to accomplish these limited activities and to carry out the terms of this Agreement and the Series Supplements. By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyances previously made by the Transferor under the Existing PSA or the Prior PSA or by the Credit Card Originator, as “Transferor” under the Original PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Original PSA, the Prior PSA and the Existing PSA shall continue to exist and be maintained under this Agreement. (b) All series of Certificates issued under the Existing PSA, the Prior PSA and the Original PSA shall constitute Series issued and outstanding under this Agreement, and any Supplement executed in connection with such Series shall constitute a Supplement executed hereunder. (c) All references to the Existing PSA, the Prior PSA or the Original PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to the Credit Card Originator as “Transferor” of receivables and related assets under the Original PSA shall be deemed to constitute references to the Transferor in such capacity hereunder. (d) The Transferor hereby assumes and agrees to perform all obligations of the Credit Card Originator, as “Transferor” (but not as “Servicer”), under or in connection with the Original PSA (as amended and restated by the Prior PSA), the Prior PSA (as amended and restated by the Existing PSA), the Existing PSA (as amended and restated by this Agreement) and any Supplements to the Existing PSA, the Prior PSA or the Original PSA, as applicable. (e) To the extent this Agreement requires that certain actions are to be taken as of the Initial Closing Date or another date prior to the Third Restatement Date, execution of such action by the Credit Card Originator or the Transferor under the Original PSA, the Prior PSA or the Existing PSA shall constitute satisfaction of such requirement.

Conveyance of Receivables; Permitted Activities. The Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trustee for the benefit of the Certificateholders and any Credit Enhancement Provider (as each’s interests may appear herein or in a related Supplement), without recourse, all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables existing at the close of business on the Cut Off Date in the case of Receivables arising in the initial Accounts, and on each Addition Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all proceeds of such Receivables, all Insurance Proceeds, all of its rights, remedies, powers and privileges under the Receivables Purchase Agreement, all Allocated Interchange and all Recoveries relating to such Receivables and all proceeds of any of the foregoing (collectively, the “Trust Assets”). In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, financing statements (including any continuation statements with respect to such financing statements when applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables and the proceeds thereof to the Trustee, and to deliver a file-stamped copy of such financing statements or continuation statements or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee on or prior to the date of issuance of the Certificates, and in the case of any continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Transferor. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and any reference in this Agreement to any transfer, assignment, set-over and conveyance to the Trust shall be construed as transfer, assignment, set-over, and conveyance to the Trustee. In connection with such transfer, the Transferor agrees, at its own expense, on or prior to the Initial Closing Date (i) to indicate in the Pool Index File maintained in its computer files that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trustee pursuant to this Agreement for the benefit of the Certificateholders and any Credit Enhancement Provider (as each’s interests may appear herein or in a related Supplement) by identifying such Accounts in the Pool Index File with the designation “S,” and to cause the Servicer to make a similar notation in its computer files, which notation shall remain so long as they remain Accounts or Additional Accounts, as applicable, hereunder, and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Receivable balance as of the Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Transferor and the Servicer each agrees not to alter the file designation referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account, a Defaulted Account or a Zero Balance Account. The Transferor shall hold such information with respect to the Accounts and Transferred Accounts, prior to delivery thereof to the Trustee, in trust for the benefit of the Trustee. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the extent that, such transfer is not deemed to be a sale, or, if for any reason any Receivable is held to be the property of the Transferor, the Transferor shall be deemed to have granted and the Transferor does hereby grant, to the Trustee for the benefit of the Certificateholders and any Credit Enhancement Provider (as each’s interests may appear herein or in a related Supplement) a first priority perfected security interest in all of the Trust Assets. This Agreement shall constitute a security agreement under applicable law. Pursuant to the written request of the Transferor, the Trustee shall cause Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Transferor pursuant to Section 6.02. The permitted activities of the Trust are hereby declared to be: (a) accepting and holding Receivables and other assets conveyed to it under the terms of this Agreement or any Assignment and the collections and proceeds thereof; accepting and holding, Credit Enhancement, passive financial assets and passive derivative financial instruments; (b) servicing or providing for the servicing of the Trust Assets; (c) issuing Certificates and other interests in the Trust Assets; (d) receiving Collections and making payments and distributions on such Certificates and interests in accordance with the terms of this Agreement and any Series Supplement; (e) engaging in other activities that are necessary or incidental to accomplish these limited activities and to carry out the terms of this Agreement and the Series Supplements. By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyances previously made by the Transferor under the Existing PSA or the Prior PSA or by the Credit Card Originator, as “Transferor” under the Original PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Original PSA, the Prior PSA and the Existing PSA shall continue to exist and be maintained under this Agreement. (b) All series of Certificates issued under the Existing PSA, the Prior PSA and the Original PSA shall constitute Series issued and outstanding under this Agreement, and any Supplement executed in connection with such Series shall constitute a Supplement executed hereunder. (c) All references to the Existing PSA, the Prior PSA or the Original PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to the Credit Card Originator as “Transferor” of receivables and related assets under the Original PSA shall be deemed to constitute references to the Transferor in such capacity hereunder. (d) The Transferor hereby assumes and agrees to perform all obligations of the Credit Card Originator, as “Transferor” (but not as “Servicer”), under or in connection with the Original PSA (as amended and restated by the Prior PSA), the Prior PSA (as amended and restated by the Existing PSA), the Existing PSA (as amended and restated by this Agreement) and any Supplements to the Existing PSA, the Prior PSA or the Original PSA, as applicable. (e) To the extent this Agreement requires that certain actions are to be taken as of the Initial Closing Date or another date prior to the Third Second Restatement Date, execution of such action by the Credit Card Originator or the Transferor under the Original PSA, the Prior PSA or the Existing PSA shall constitute satisfaction of such requirement.