Common use of Credit Card Agreements and Guidelines Clause in Contracts

Credit Card Agreements and Guidelines. RPA Seller shall comply with and perform its obligations under the Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA USA, Inc. and MasterCard International Incorporated except insofar as any failure to comply or perform would not materially or adversely affect the rights and interests of the Purchaser, the Trustee or the Certificateholders under the Investor Certificates or any other Transaction Documents. Except as expressly provided in any Supplement, RPA Seller may change the terms and provisions of the Credit Card Agreements or the Credit Card Guidelines in any respect (including, without limitation, the reduction of the required minimum monthly payment, the calculation of the amount, or the timing, of charge offs and Periodic Finance Charges and other fees assessed thereon), but only if such change (i) would not, in the reasonable belief of RPA Seller, cause a Pay Out Event to occur, and (ii) is made applicable to the comparable segment of the revolving credit card accounts owned and serviced by RPA Seller which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship or other agreement between RPA Seller and an unrelated third party or by the terms of the Credit Card Agreements; provided, however, that for purposes of RPA Seller’s debt deferral and debt cancellation programs, the requirements of clause (ii) shall be deemed to be satisfied if the opportunity to initiate the change is made available to a substantial portion of the comparable segment of the revolving credit card accounts owned and serviced by RPA Seller which have characteristics the same as, or substantially similar to, the Accounts to which such opportunity is made available. In addition, except as otherwise required by any Requirement of Law, RPA Seller shall not at any time reduce the Periodic Finance Charges assessed on any Receivable or other fees or charges on any Account if, as a result of such reduction, RPA Seller’s reasonable expectation is that the Quarterly Excess Spread Percentage as of any future date would be less than 2.50% unless such reduction is made applicable to the comparable segment of the consumer revolving credit accounts owned and serviced by RPA Seller that have characteristics the same as, or substantially similar to, the Accounts that are subject to such change.

Credit Card Agreements and Guidelines. RPA Seller shall comply with and perform its obligations under the Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA USA, Inc. and MasterCard International Incorporated except insofar as any failure to comply or perform would not materially or adversely affect the rights and interests of the PurchaserIndenture Trustee, the Trustee or Issuer, the Certificateholders under the Investor Certificates Holders or any other Transaction Documents. Except as expressly provided in any Supplement, RPA Seller may change the terms and provisions of the Credit Card Agreements or the Credit Card Guidelines in any respect (including, without limitation, including the reduction of the required minimum monthly payment, the calculation of the amount, or the timing, of charge offs and Periodic Finance Charges and other fees assessed thereon), but only if such change (i) would not, in the reasonable belief of RPA Seller, cause a Pay Out Event to occur, and (ii) is made applicable to the a substantial portion of a comparable segment of the revolving credit card accounts owned and serviced by RPA Seller which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship or other agreement between RPA Seller and an unrelated third party or by the terms of the Credit Card Agreements; provided, however, with respect to RPA Seller, that clause (ii) shall be deemed to be satisfied at any time that the Transferor Interest exceeds 14% of the Principal Receivables; and provided, further, that for purposes of RPA SellerFNBO’s debt deferral and debt cancellation programsprogram, the requirements of clause (iisubsection 2.05(c)(ii) shall be deemed to be satisfied if the opportunity to initiate the change is made available to a substantial portion of the comparable segment of the revolving credit card accounts owned and serviced by RPA Seller FNBO which have characteristics the same as, or substantially similar to, the Accounts to which such opportunity is made available. In addition, except as otherwise required by any Requirement of Law, or as is deemed by RPA Seller to be necessary in order for RPA Seller to maintain its credit card business, based upon a good faith assessment by RPA Seller of the nature of the competition in the credit card business, RPA Seller shall not at any time reduce the Periodic Finance Charges assessed on any Receivable or other fees or charges on any Account if, as a result of such reduction, RPA Seller’s reasonable expectation is that of the Quarterly Excess Spread Percentage Portfolio Yield for any Series (as defined in the applicable Indenture Supplement) as of any future such date would be less than 2.50% unless the then Base Rate for such reduction is made applicable to the comparable segment of the consumer revolving credit accounts owned and serviced by RPA Seller that have characteristics the same as, or substantially similar to, the Accounts that are subject to Series (as defined in such changeIndenture Supplement).

Credit Card Agreements and Guidelines. RPA Seller shall comply with and perform its obligations under the Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA USA, Inc. and MasterCard International Incorporated except insofar as any failure to comply or perform would not materially or adversely affect the rights and interests of the PurchaserReceivables Trust Trustee, the Trustee Issuer, the Certificateholders or the Certificateholders Noteholders under the Investor Certificates or any other Transaction Documents. Except as expressly provided in any Supplement, RPA Seller may change the terms and provisions of the Credit Card Agreements or the Credit Card Guidelines in any respect (including, without limitation, including the reduction of the required minimum monthly payment, the calculation of the amount, or the timing, of charge offs and Periodic Finance Charges and other fees assessed thereon), but only if such change (i) would not, in the reasonable belief of RPA Seller, cause a Pay Out Event to occur, and (ii) is made applicable to the a substantial portion of a comparable segment of the revolving credit card accounts owned and serviced by RPA Seller which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship or other agreement between RPA Seller and an unrelated third party or by the terms of the Credit Card Agreements; provided, however, with respect to RPA Seller, that clause (ii) shall be deemed to be satisfied at any time that the Transferor Interest exceeds 14% of the Principal Receivables; and provided, further, that for purposes of RPA Seller’s FNBO's debt deferral and debt cancellation programsprogram, the requirements of clause (iisubsection 2.05(c)(ii) shall be deemed to be satisfied if the opportunity to initiate the change is made available to a substantial portion of the comparable segment of the revolving credit card accounts owned and serviced by RPA Seller FNBO which have characteristics the same as, or substantially similar to, the Accounts to which such opportunity is made available. In addition, except as otherwise required by any Requirement of Law, or as is deemed by RPA Seller to be necessary in order for RPA Seller to maintain its credit card business, based upon a good faith assessment by RPA Seller of the nature of the competition in the credit card business, RPA Seller shall not at any time reduce the Periodic Finance Charges assessed on any Receivable or other fees or charges on any Account if, as a result of such reduction, RPA Seller’s 's reasonable expectation is that of the Quarterly Excess Spread Percentage Portfolio Yield for any Series (as defined in the applicable Supplement) as of any future such date would be less than 2.50% unless the then Base Rate for such reduction is made applicable to the comparable segment of the consumer revolving credit accounts owned and serviced by RPA Seller that have characteristics the same as, or substantially similar to, the Accounts that are subject to Series (as defined in such changeSupplement).

Credit Card Agreements and Guidelines. RPA Seller RNB shall comply with and perform its obligations under the Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA USA, Inc. and MasterCard International Incorporated except insofar as any failure to so comply or perform would not materially or and adversely affect the rights of TCC hereunder, the rights of TRC under the TRC Purchase Agreement and interests the rights of the Purchaser, the Trustee Trust or the Certificateholders under the Investor Certificates Pooling and Servicing Agreement or any other Transaction Documentsthe Certificates. Except as expressly provided in any SupplementSubject to compliance with all Requirements of Law, RPA Seller RNB may not change the terms and provisions of the Credit Card Agreements or the Credit Card Guidelines with respect to any of the Accounts in any respect (including, without limitation, the reduction of the required minimum monthly payment, including the calculation of the amount, or the timing, of charge charge-offs and the Periodic Finance Charges and other fees to be assessed thereon)) if, but only if either (a) as a result of such change it is reasonably expected that such change will cause an Early Amortization Event to occur with respect to a Series or (b) such change (ix) would not, in the reasonable belief of RPA Seller, cause if RNB owns a Pay Out Event to occur, and (ii) is made applicable to the comparable segment of the revolving receivables, is not applied to any such comparable segment of consumer open end credit card accounts owned and serviced by RPA Seller which RNB that have characteristics the same as, as or substantially similar to, to the Accounts Receivables that are the subject of such changechange and (y) if RNB does not own such a comparable segment of receivables, will not be made with the intent to materially benefit the Transferor over the Investor Certificateholders or to materially adversely affect the Investor Certificateholders, except as otherwise restricted by an endorsement, sponsorship sponsorship, or other agreement between RPA Seller the Transferor and an unrelated third party or by the terms of the Credit Card Agreements; provided, however, that for purposes of RPA Seller’s debt deferral and debt cancellation programs, the requirements of clause (ii) shall be deemed to be satisfied if the opportunity to initiate the change is made available to a substantial portion of the comparable segment of the revolving credit card accounts owned and serviced by RPA Seller which have characteristics the same as, or substantially similar to, the Accounts to which such opportunity is made available. In addition, except as otherwise required by any Requirement of Law, RPA Seller shall not at any time reduce the Periodic Finance Charges assessed on any Receivable or other fees or charges on any Account if, as a result of such reduction, RPA Seller’s reasonable expectation is that the Quarterly Excess Spread Percentage as of any future date would be less than 2.50% unless such reduction is made applicable to the comparable segment of the consumer revolving credit accounts owned and serviced by RPA Seller that have characteristics the same as, or substantially similar to, the Accounts that are subject to such changeAccounts.

Credit Card Agreements and Guidelines. RPA Seller shall comply with and perform its obligations under the Credit Card Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA USA, Inc. and MasterCard International Incorporated except insofar as any failure to comply or perform would not materially or adversely affect the rights and interests of the PurchaserReceivables Trust, the Trustee Issuer, the Investor Holders or the Certificateholders under the Investor Certificates or any other Transaction DocumentsNoteholders. Except as expressly provided in any Supplement, RPA Seller may change the terms and provisions of the Credit Card Agreements or the Credit Card Guidelines in any respect (including, without limitation, including the reduction of the required minimum monthly payment, the calculation of the amount, or the timing, of charge offs and Periodic Finance Charges and other fees assessed thereon), but only if such change (i) would not, in the reasonable belief of RPA Seller, cause a Pay Out Event to occur, and (ii) is made applicable to the any comparable segment of the revolving credit card accounts owned and serviced by RPA Seller which have characteristics the same as, or substantially similar to, the Accounts that are the subject of such change, except as otherwise restricted by an endorsement, sponsorship or other agreement between RPA Seller and an unrelated third party or by the terms of the Credit Card Agreements; provided, however, that for purposes of RPA Seller’s debt deferral and debt cancellation programs, the requirements of clause (ii) shall be deemed to be satisfied if the opportunity to initiate the change is made available to a substantial portion of the comparable segment of the revolving credit card accounts owned and serviced by RPA Seller which have characteristics the same as, or substantially similar to, the Accounts to which such opportunity is made available. In addition, except as otherwise required by any Requirement of Law, or as is deemed by RPA Seller to be necessary in order for RPA Seller to maintain its credit card business, based upon a good faith assessment by RPA Seller, in its sole discretion, of the nature of the competition in the credit card business, RPA Seller shall not at any time reduce the Periodic Finance Charges assessed on any Receivable or other fees or charges on any Account if, as a result of such reduction, RPA Seller’s Transferor's reasonable expectation is that of the Quarterly Excess Spread Percentage Portfolio Yield (as defined in any Supplement) as of any future such date would be less than 2.50% unless the then Base Rate (as defined in such reduction is made applicable to the comparable segment of the consumer revolving credit accounts owned and serviced by RPA Seller that have characteristics the same as, or substantially similar to, the Accounts that are subject to such changeSupplement).