Common use of Conveyance of Trust Assets Clause in Contracts

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and to become due with respect to all of the foregoing, (vi) all amounts received with respect to all of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset.

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing at the close of business on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and to become due with respect to all of the foregoing, (vi) all amounts received with respect to all of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement shall constitute the assets of the Trust (the “"Trust Assets”"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of the Servicer, any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, merchants clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset.

Conveyance of Trust Assets. (a) By execution of this Agreement, each the Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the opening of business on the Initial Cut Off Execution Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created and arising from time to time in the Initial Accounts (unless such Accounts Initial Account has become a Removed Account) until the termination of the Trust, (ii) the Receivables existing at the close opening of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created and arising from time to time in the Additional Accounts (unless such Additional Account has become a Removed Account) until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Dateall Insurance Proceeds, (iv) the Interchange and Recoveries on or allocable to the Trust as provided in this Agreement and the Servicing Agreement, (viv) all monies due and to become due with respect to all of the foregoing, (viv) all amounts received with respect to all of the foregoing foregoing, and (viivi) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, privileges and claims under or with respect to any related the Receivables Purchase Agreement (whether arising pursuant to the terms of such the Receivables Purchase Agreement or otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement Agreement, the Indenture and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of any the Transferor, Credco, any Account Owner BBD or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner BBD and will not be a Trust Asset.

Conveyance of Trust Assets. (a) By execution hereof or of this Agreementthe applicable amendment pursuant to Section 13.01(a), each Transferor does hereby or shall covenant and agree to sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse except as provided hereinfor the benefit of the Certificateholders, all of its right, title and interest in, to and under (i) the Receivables existing on the Initial Cut Off Designated Assets, and on each Addition Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts)Additional Designated Assets, and in each case thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), all Interchange and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreementherein, (v) all monies moneys due and or to become due with respect to all of the foregoing, (vi) and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC) thereof; provided, that, nothing in this Agreement shall be construed to all convey ownership of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable Accounts to such the Transferor or the Trust. The related Seller shall continue to maintain the exclusive ownership interest in the Accounts which generate the Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The property described in the two preceding sentencesSuch property, together with all monies and other property moneys on deposit in or credited to the Issuer Accounts established pursuant to this AgreementCollection Account, the Servicing Agreement and each Indenture SupplementExcess Funding Account, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement Series Accounts and any Series Supplement Enhancement shall constitute the assets of the Trust (the “"Trust Assets”"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee any Investor Certificateholder or any Noteholder Series Enhancer of any obligation of any Seller, the Master Servicer, the Transferor, Credco, or any Account Owner Additional Transferor or any other Person in connection with the Trust Assets Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchantsmerchant banks, merchant clearance systems systems, VISA, MasterCard or insurers. The foregoing sale, transfer, assignment, set over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such sale, transfer, assignment, set over and conveyance shall be construed accordingly. Each Account will continue Transferor shall assign to be owned by the Trustee, as collateral security, in connection with each transfer of Designated Assets, its rights under the related Account Owner Receivables Purchase Agreement or Participation Agreement. Each Transferor agrees to record and will not file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Designated Assets conveyed by such Transferor now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the sale and assignment of the Designated Assets to the Trust, and to deliver a file stamped copy of each such financing statement 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 Initial Closing Date, with respect to the Initial Designated Assets, and (if any additional filing is so necessary) the applicable Addition Date, with respect to Additional Designated Assets. The Trustee shall be a Trust Asset.under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment. Each Transferor further agrees, at its own expense, (a) on or prior to (x) the Initial Closing Date, in the case of the Initial Designated Assets, (y) the applicable Addition Date, in the case of Additional Designated Assets, and (z) the applicable Removal Date, in the case of

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the TrustTrust on a fully-serviced basis, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts (unless such Initial Account has become a Removed Account or a Purged Account) until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts (unless such Additional Account has become a Removed Account or a Purged Account) until the termination of the Trust, (iiiTrust,(iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing AgreementAgreement,(v) all Collections with respect all of the foregoing, (vvi) all monies due and to become due with respect to all of the foregoing, (viforegoing,(vii) all amounts received with respect to all of the foregoing and (viiviii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Declaration of Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Issuer Trustee, the Indenture Trustee or any Noteholder of any obligation of any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. In consideration for the purchase of the Trust Assets existing as of the date hereof, the Trust shall deliver the Transferor Indebtedness comprising (A) the initial amount of $7,824,802,120.43, being an amount equal to 100% of the aggregate balance of the Receivables so purchased, adjusted to reflect such factors, if any, as the Trust and the Transferor mutually agree will result in a purchase price determined to be the fair market value of such Receivables and the related Trust Assets and (B) the right to receive the amounts payable to the Transferor pursuant to the Indenture and any relevant Indenture Supplement in respect of a portion of the purchase price in respect of such Trust Assets. The purchase price for the Trust Assets acquired at any time and from time to time after the date hereof shall be equal to the sum of (A) 100% of the aggregate balance of the Receivables so purchased, adjusted to reflect such factors, if any, as the Trust and the Transferor mutually agree will result in a purchase price determined to be the fair market value of such Receivables and the related Trust Assets, and (B) the right to the amounts payable to the Transferor pursuant to the terms of the Indenture and any relevant Indenture Supplement in respect of a portion of the purchase price in respect of such Trust Assets. Such purchase price shall be satisfied (x) as to the portion of the purchase price referred to in (A) at the option of the Transferor, in cash or by adjusting upward the amount payable by the Trust to the Transferor in respect of the Transferor Indebtedness or a combination thereof, in either case, at the times and in the manner specified in the Trust Indenture and the relevant Indenture Supplement, and (y) as to the portion of the purchase price referred to in (B) above, by adjusting the right to receive the amounts payable to the Transferor pursuant to the Trust Indenture and the relevant Indenture Supplement at the times and in the manner specified in the Trust Indenture and the relevant Indenture Supplement.

Conveyance of Trust Assets. (a) By execution of this Agreement, each The Transferor does hereby transfer, assign, set over and otherwise convey Convey to the Trust, Issuer without recourse (except as expressly provided herein), all of its right, title and interest in, to and under (ia) the Collateral Certificate, and (b) effective on the Certificate Trust Termination Date, the Receivables existing at the opening of business on the Initial Cut Off Certificate Trust Termination Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts connection with the Accounts, until the termination of the TrustIssuer, 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, all of its rights, remedies, powers and privileges under the Purchase Agreement, and all proceeds of all of the foregoing (collectively, the “Trust Assets”). On or prior to the Initial Closing Date, Transferor shall deliver the Collateral Certificate to the Issuer, endorsed to the order of the Issuer. The Transferor agrees to record and file, at its own expense, a financing statement or financing statements (including any continuation statements with respect to each such financing statement when applicable) with respect to the Collateral Certificate and, no later than the Certificate Trust Termination Date, with respect to the other Trust Assets then existing on the Certificate Trust Termination Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions, and take such other actions as are necessary to perfect, and maintain the perfection of, the Conveyance of its interest in the Collateral Certificate and the other Trust Assets to the Issuer and the first-priority nature of the Issuer’s interest in the Collateral Certificate and the other Trust Assets, and to deliver file-stamped copies of such financing statements or continuation statements or other evidence of such filings (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing followed by delivery of a file-stamped copy as soon as practicable) to the Indenture Trustee, as soon as practicable after receipt thereof by the Transferor. Transferor agrees, at its own expense, (i) on or prior to (w) the Certificate Trust Termination Date, (x) the Automatic Addition Termination Date or any Automatic Addition Suspension Date, or subsequent Restart Date, in the case of the Accounts designated pursuant hereto prior to such date, (y) the applicable Addition Date, in the case of Supplemental Accounts and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts owned by the Originator have been conveyed to Issuer pursuant to this Agreement (or conveyed to Transferor or its designee in accordance with Section 2.7, in the case of Removed Accounts) by including in such computer files the code identifying each such Account (or, in the case of Removed Accounts, either including such a code identifying the Removed Accounts only if the removal occurs prior to the Automatic Addition Termination Date or an Automatic Addition Suspension Date, or subsequent to a Restart Date, or deleting such code thereafter) and (ii) by the Receivables existing at Determination Date next following the close date referred to in clause (i)(w) or (x), by the Determination Date following any Due Period in which Automatic Additional Accounts are designated to the Issuer or within five Business Days of business on the date referred to in clause (y) or (z), as applicable, to deliver to Issuer an Account Schedule, specifying for each such Account, as of the Certificate Trust Termination Date, in the case of clause (i)(w), as of the Automatic Addition Termination Date, the Automatic Addition Suspension Date or Restart Date, in the case of clause (i)(x), the end of the prior Due Period in the case of any such Account Schedule relating to Automatic Additional Accounts designated during such Due Period, the applicable Addition Cut Off Date, in the case of Receivables arising Supplemental Accounts and the Removal Date, in the case of Removed Accounts, its account number and, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such Account Schedule, as supplemented from time to time to reflect Additional Accounts and Removed Accounts shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the code referenced in clause (including Related Accounts i) of this paragraph has been included with respect to any Account, Transferor further agrees not to alter such code during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account, (y) a Restart Date has occurred on which Transferor starts including Automatic Additional Accounts)Accounts as Accounts or (z) Transferor shall have delivered to Issuer at least 30 days’ prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of Issuer in the Receivables and the other Trust Assets to continue to be perfected with the priority required by this Agreement. The parties intend that if, and thereafter to the extent that, such Conveyance is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted, and hereby grants, to the Issuer a first-priority perfected security interest (to secure the obligations under this Agreement and the Indenture) in all of the Transferor’s right, title and interest in, to and under the Collateral Certificate, the Receivables now existing and hereafter created and arising from time to time in connection with the Accounts until the termination of the TrustIssuer, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and or to become due with respect to thereto, all of the foregoingCollections, (vi) all amounts received Recoveries, all rights, remedies, powers and privileges with respect to all of the foregoing and (vii) all proceeds thereofReceivables, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, powers and privileges and claims under or with respect to any related Receivables the Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights all proceeds of the Trust under foregoing, and that this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or a security agreement under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Assetapplicable law.

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing at the close of business on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and to become due with respect to all of the foregoing, (vi) all amounts received with respect to all of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of the Servicer, any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, merchants clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset.