Common use of Pledge of Receivables Clause in Contracts

Pledge of Receivables. (a) The Trust hereby grants to the Collateral Agent, for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, in the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof and Insurance Proceeds relating thereto to secure the Asset Pool One Notes (and the obligations under the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust under the Indenture, any Indenture Supplement and the Asset Pool One Supplement relating to the Asset Pool One Notes and (iii) compliance by the Trust with the provisions of the Indenture, any Indenture Supplement or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCC. (b) If necessary, the Trust agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of its interest in such Asset Pool One Receivables to the Collateral Agent, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to the Addition Date. The Collateral Agent shall be under no obligation whatsoever to file such financing or continuation statements or to make any filing under the UCC in connection with such sale and assignment. (c) In connection with such assignment, the Trust further agrees, at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Asset Pool One Accounts and designated hereby have been pledged to the Collateral Agent pursuant to this Assignment for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity. (d) The parties hereto agree that all pledges of Receivables to the Collateral Agent pursuant to this Assignment are subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment is occurring in connection with a “securitization transaction” within the meaning of the Delaware Act.

Pledge of Receivables. (a) The Trust Issuer hereby grants to the Collateral Agent, Agent for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether owned on the Addition Cut-Cut Off Date or thereafter acquired, in the Receivables existing on the Addition Cut-Cut Off Date or thereafter created in the Additional Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof and Insurance Proceeds relating thereto to secure the Asset Pool One Notes (and the obligations under the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust Issuer under the Indenture, any Indenture Supplement and the Asset Pool One Supplement relating to the Asset Pool One Notes and (iii) compliance by the Trust Issuer with the provisions of the Indenture, any Indenture Supplement or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCC. (b) If necessary, the Trust agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Cut Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of its interest in such Asset Pool One Receivables to the Collateral Agent, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to the Addition Date. The Collateral Agent shall be under no obligation whatsoever to file such financing or continuation statements or to make any filing under the UCC in connection with such sale and assignment. (c) In connection with such assignmenttransfers, the Trust further agrees, at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Asset Pool One Accounts and designated hereby have been pledged to the Collateral Agent pursuant to this Assignment for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity. (d) The It is the intention of the parties hereto agree that all pledges of Receivables to the Collateral Agent pursuant to this Assignment are be subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment transfer is occurring in connection with a “securitization transaction” within the meaning of the Delaware Act.

Pledge of Receivables. (a) The Trust Transferor does hereby grants transfer, assign, set over and otherwise convey to the Collateral AgentTrust, for without recourse except as provided in the benefit and security of the Asset Pool One NoteholdersTransfer Agreement, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether now owned on the Addition Cut-Off Date or thereafter hereafter acquired, in in, to and under the Receivables existing on at the close of business at the applicable Addition Cut-Cut Off Date or of each New Account and thereafter created and arising in the Additional Asset Pool One New Accounts (including Related Accounts with respect to such Aggregate Addition Accounts), all Interchange and Recoveries related theretoallocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and the “proceeds” all proceeds (including “proceeds” as defined in the applicable UCC) thereof (collectively, the “Additional Trust Assets”). The foregoing does not constitute and Insurance Proceeds relating thereto is not intended to secure result in the Asset Pool One Notes creation or assumption by the Trust, the Owner Trustee (and the obligations under as such or in its individual capacity), the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust under the IndentureTrustee, any Indenture Supplement and Noteholders or any Supplemental Credit Enhancement Providers of any obligation of the Asset Pool One Supplement relating to Servicer, the Asset Pool One Notes and (iii) compliance by the Trust Transferor or any other Person in connection with the provisions of the IndentureAdditional Trust Assets or under any agreement or instrument relating thereto, including any Indenture Supplement obligation to Obligors, merchants clearance systems or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCCinsurers. (b) If necessary, the Trust agrees to Transferor shall record and file, at its own expense, financing statements (and continuation amendments with respect to such financing statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Off Date and thereafter created Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment transfer, assignment, set-over or other conveyance of its interest in such Asset Pool One Receivables Additional Trust Assets to the Collateral AgentTrust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to Trust and the Indenture Trustee as soon as practicable after the Addition Date. The Collateral Agent Neither the Trust nor the Indenture Trustee shall be under no any obligation whatsoever to file such financing statements or continuation amendments to statements or to make any filing under the UCC in connection with such sale and transfer, assignment, set-over or other conveyance. (c) In connection with such assignment, the Trust further agreesThe Transferor shall, at its own expense, on or prior to the date of this AssignmentAddition Date, to indicate in the appropriate computer files that all Receivables created in connection with the Additional Asset Pool One New Accounts and designated hereby the related Additional Trust Assets have been pledged conveyed to the Collateral Agent Trust pursuant to this Assignment by including in the securitization field of such computer files the code “[ ]” [or “[ ],” as applicable,] for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacityeach such New Account. (d) The parties hereto agree that all pledges of Receivables Transferor does hereby grant to the Collateral Agent pursuant Trust and the Indenture Trustee a security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to this Assignment are subject to, and shall be treated in accordance with, under the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware ActAdditional Trust Assets. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this This Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment is occurring in connection with constitute a “securitization transaction” within the meaning of the Delaware Actsecurity agreement under applicable law.

Pledge of Receivables. (a) The Trust Issuing Entity hereby grants to the Collateral Agent, Agent for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether owned on the Addition Cut-Cut Off Date or thereafter acquired, in the Receivables existing on the Addition Cut-Cut Off Date or thereafter created in the Additional Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof and Insurance Proceeds relating thereto to secure the Asset Pool One Notes (and the obligations under the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust Issuing Entity under the Indenture, any Indenture Supplement and the Asset Pool One Supplement relating to the Asset Pool One Notes and (iii) compliance by the Trust Issuing Entity with the provisions of the Indenture, any Indenture Supplement or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCC. (b) If necessary, the Trust agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Cut Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of its interest in such Asset Pool One Receivables to the Collateral Agent, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to the Addition Date. The Collateral Agent shall be under no obligation whatsoever to file such financing or continuation statements or to make any filing under the UCC in connection with such sale and assignment. (c) In connection with such assignmenttransfers, the Trust further agrees, at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Asset Pool One Accounts and designated hereby have been pledged to the Collateral Agent pursuant to this Assignment for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity. (d) The It is the intention of the parties hereto agree that all pledges of Receivables to the Collateral Agent pursuant to this Assignment are be subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment transfer is occurring in connection with a “securitization transaction” within the meaning of the Delaware Act.

Pledge of Receivables. (a) The Trust Transferor does hereby grants transfer, assign, set over and otherwise convey to the Collateral AgentTrust, for without recourse except as provided in the benefit Transfer and security of the Asset Pool One NoteholdersServicing Agreement, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether now owned on the Addition Cut-Off Date or thereafter hereafter acquired, in in, to and under the Receivables existing on at the close of business at the applicable Addition Cut-Cut Off Date or of each New Account and thereafter created and arising in the Additional Asset Pool One New Accounts (including Related Accounts with respect to such Aggregate Addition Accounts), all Interchange and Recoveries related theretoallocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and the “proceeds” all proceeds (including “"proceeds” " as defined in the applicable UCC) thereof (collectively, the "Additional Trust Assets"). The foregoing does not constitute and Insurance Proceeds relating thereto is not intended to secure result in the Asset Pool One Notes creation or assumption by the Trust, the Owner Trustee (and the obligations under as such or in its individual capacity), the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust under the IndentureTrustee, any Indenture Supplement and Noteholders or any Supplemental Credit Enhancement Providers of any obligation of the Asset Pool One Supplement relating to Servicer, the Asset Pool One Notes and (iii) compliance by the Trust Transferor or any other Person in connection with the provisions of the IndentureAdditional Trust Assets or under any agreement or instrument relating thereto, including any Indenture Supplement obligation to Obligors, merchants clearance systems or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCCinsurers. (b) If necessary, the Trust agrees to Transferor shall record and file, at its own expense, financing statements (and continuation amendments with respect to such financing statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Off Date and thereafter created Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment transfer, assignment, set-over or other conveyance of its interest in such Asset Pool One Receivables Additional Trust Assets to the Collateral AgentTrust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to Trust and the Indenture Trustee as soon as practicable after the Addition Date. The Collateral Agent Neither the Trust nor the Indenture Trustee shall be under no any obligation whatsoever to file such financing statements or continuation amendments to statements or to make any filing under the UCC in connection with such sale and transfer, assignment, set-over or other conveyance. (c) In connection with such assignment, the Trust further agreesThe Transferor shall, at its own expense, on or prior to the date of this AssignmentAddition Date, to indicate in the appropriate computer files that all Receivables created in connection with the Additional Asset Pool One New Accounts and designated hereby the related Additional Trust Assets have been pledged conveyed to the Collateral Agent Trust pursuant to this Assignment by including in the securitization field of such computer files the code "[__]" [or "[__]," as applicable,] for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacityeach such New Account. (d) The parties hereto agree that all pledges of Receivables Transferor does hereby grant to the Collateral Agent pursuant Trust and the Indenture Trustee a security interest in all of such Transferor's right, title and interest, whether now owned or hereafter acquired, in, to this Assignment are subject to, and shall be treated in accordance with, under the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware ActAdditional Trust Assets. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this This Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment is occurring in connection with constitute a “securitization transaction” within the meaning of the Delaware Actsecurity agreement under applicable law.

Pledge of Receivables. (a) The Trust hereby grants to the Collateral Agent, for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, in the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof and Insurance Proceeds relating thereto to secure the Asset Pool One Notes (and the obligations under the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust under the Indenture, any Indenture Supplement and the Asset Pool One Supplement relating to the Asset Pool One Notes and (iii) compliance by the Trust with the provisions of the Indenture, any Indenture Supplement or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCC. (b) If necessary, the Trust agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of its interest in such Asset Pool One Receivables to the Collateral Agent, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to the Addition Date. The Collateral Agent shall be under no obligation whatsoever to file such financing or continuation statements or to make any filing under the UCC in connection with such sale and assignment. (c) In connection with such assignment, the Trust further agrees, at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files 1 VISA® and MasterCard® are registered trademarks of VISA U.S.A., Inc., and of MasterCard International Inc., respectively. that Receivables created in connection with the Additional Asset Pool One Accounts and designated hereby have been pledged to the Collateral Agent pursuant to this Assignment for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity. (d) The parties hereto agree that all pledges of Receivables to the Collateral Agent pursuant to this Assignment are subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment is occurring in connection with a “securitization transaction” within the meaning of the Delaware Act.

Pledge of Receivables. (a) The Trust hereby grants to the Collateral Agent, for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, in the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof and Insurance Proceeds relating thereto to secure the Asset Pool One Notes (and the obligations under the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust under the Indenture, any Indenture Supplement and the Asset Pool One Supplement relating to the Asset Pool One Notes and (iii) compliance by the Trust with the provisions of the Indenture, any Indenture Supplement or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCC. (b) If necessary, the Trust agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of its interest in such Asset Pool One Receivables to the Collateral Agent, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to the Addition Date. The Collateral Agent shall be under no obligation whatsoever to file such financing or continuation statements or to make any filing under the UCC in connection with such sale and assignment. 1 VISA® and MasterCard® are registered trademarks of VISA U.S.A., Inc., and of MasterCard International Inc., respectively. (c) In connection with such assignment, the Trust further agrees, at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Asset Pool One Accounts and designated hereby have been pledged to the Collateral Agent pursuant to this Assignment for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity. (d) The parties hereto agree that all pledges of Receivables to the Collateral Agent pursuant to this Assignment are subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment is occurring in connection with a “securitization transaction” within the meaning of the Delaware Act.

Pledge of Receivables. (a) The Trust does hereby grants grant to the Collateral Agent, for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether now owned on the Addition Cut-Off Date or thereafter hereafter acquired, in and to the Receivables existing on the Addition Cut-Off Date or thereafter created in the of such Additional Asset Pool One AccountsAccounts existing at the close of business on the Addition Date and thereafter created from time to time until the termination of the Trust, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” all proceeds (including “"proceeds” " as defined in the applicable UCC) thereof thereof. The foregoing does not constitute and Insurance Proceeds relating thereto is not intended to secure result in the creation or assumption by the Collateral Agent of any obligation of the Trust or any other Person in connection with the Asset Pool One Notes (and the obligations under the Indenture and Accounts, the Asset Pool One Supplement)Receivables or under any agreement or instrument relating thereto, equally and ratably without prejudiceincluding any obligation to Obligors, priority merchant banks, merchants clearance systems, VISA, MasterCard or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust under the Indenture, any Indenture Supplement and the Asset Pool One Supplement relating to the Asset Pool One Notes and (iii) compliance by the Trust with the provisions of the Indenture, any Indenture Supplement or the Asset Pool One Supplement relating to the Asset Pool One Notesinsurers. This Assignment constitutes a security agreement under the UCC. (b) If necessary, the Trust agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Cut Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of its interest in such Asset Pool One Receivables to the Collateral Agent, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to the Addition Date. The Collateral Agent shall be under no obligation whatsoever to file such financing or continuation statements or to make any filing under the UCC in connection with such sale and assignment. (c) In connection with such assignmenttransfers, the Trust further agrees, at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Asset Pool One Accounts and designated hereby have been pledged to the Collateral Agent pursuant to this Assignment for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity. (d) The It is the intention of the parties hereto agree that all pledges of Receivables to the Collateral Agent pursuant to this Assignment are be subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment transfer is occurring in connection with a “"securitization transaction” " within the meaning of the Delaware Act.

Pledge of Receivables. (a) The Trust hereby grants to the Collateral Agent, for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, in the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof and Insurance Proceeds relating thereto to secure the Asset Pool One Notes (and the obligations under the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust under the Indenture, any Indenture Supplement and the Asset Pool One Supplement relating to the Asset Pool One Notes and (iii) compliance by the Trust with the provisions of the Indenture, any Indenture Supplement or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCC. (b) If necessary, the Trust agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of its interest in such Asset Pool One Receivables to the Collateral Agent, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to the Addition Date. The Collateral Agent shall be under no obligation whatsoever to file such financing or continuation statements or to make any filing under the UCC in connection with such sale and assignment. (c) In connection with such assignment, the Trust further agrees, at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Asset Pool One Accounts and designated hereby have been pledged to the Collateral Agent pursuant to this Assignment for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity. 1 Visa® and Mastercard® are registered trademarks of Visa Inc., and of Mastercard International Incorporated, respectively. (d) The parties hereto agree that all pledges of Receivables to the Collateral Agent pursuant to this Assignment are subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment is occurring in connection with a “securitization transaction” within the meaning of the Delaware Act.

Pledge of Receivables. (a) The Trust Transferor does hereby grants transfer, assign, set over and otherwise convey to the Collateral AgentTrust, for without recourse except as provided in the benefit Transfer and security of the Asset Pool One NoteholdersServicing Agreement, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether now owned on the Addition Cut-Off Date or thereafter hereafter acquired, in in, to and under the Receivables existing on at the close of business at the applicable Addition Cut-Cut Off Date or of each New Account and thereafter created and arising in the Additional Asset Pool One New Accounts (including Related Accounts with respect to such Aggregate Addition Accounts), all Interchange and Recoveries related theretoallocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and the “proceeds” all proceeds (including “proceeds” as defined in the applicable UCC) thereof (collectively, the “Additional Trust Assets”). The foregoing does not constitute and Insurance Proceeds relating thereto is not intended to secure result in the Asset Pool One Notes creation or assumption by the Trust, the Owner Trustee (and the obligations under as such or in its individual capacity), the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust under the IndentureTrustee, any Indenture Supplement and Noteholders or any Supplemental Credit Enhancement Providers of any obligation of the Asset Pool One Supplement relating to Servicer, the Asset Pool One Notes and (iii) compliance by the Trust Transferor or any other Person in connection with the provisions of the IndentureAdditional Trust Assets or under any agreement or instrument relating thereto, including any Indenture Supplement obligation to Obligors, merchants clearance systems or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCCinsurers. (b) If necessary, the Trust agrees to Transferor shall record and file, at its own expense, financing statements (and continuation amendments with respect to such financing statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Off Date and thereafter created Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment transfer, assignment, set-over or other conveyance of its interest in such Asset Pool One Receivables Additional Trust Assets to the Collateral AgentTrust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to Trust and the Indenture Trustee as soon as practicable after the Addition Date. The Collateral Agent Neither the Trust nor the Indenture Trustee shall be under no any obligation whatsoever to file such financing statements or continuation amendments to statements or to make any filing under the UCC in connection with such sale and transfer, assignment, set-over or other conveyance. (c) In connection with such assignment, the Trust further agreesThe Transferor shall, at its own expense, on or prior to the date of this AssignmentAddition Date, to indicate in the appropriate computer files that all Receivables created in connection with the Additional Asset Pool One New Accounts and designated hereby the related Additional Trust Assets have been pledged conveyed to the Collateral Agent Trust pursuant to this Assignment by including in the securitization field of such computer files the code “[ ]” [or “[ ],” as applicable,] for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacityeach such New Account. (d) The parties hereto agree that all pledges of Receivables Transferor does hereby grant to the Collateral Agent pursuant Trust and the Indenture Trustee a security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to this Assignment are subject to, and shall be treated in accordance with, under the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware ActAdditional Trust Assets. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust pursuant to this This Assignment shall be deemed to no longer be the property, assets or rights of the Trust. The parties hereto acknowledge and agree that each such assignment is occurring in connection with constitute a “securitization transaction” within the meaning of the Delaware Actsecurity agreement under applicable law.

Pledge of Receivables. (a) The Trust Issuing Entity hereby grants to the Collateral Agent, for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity, a security interest in all of its right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, in the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Asset Pool One Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof and Insurance Proceeds relating thereto to secure the Asset Pool One Notes (and the obligations under the Indenture and the Asset Pool One Supplement), equally and ratably without prejudice, priority or distinction between any Asset Pool One Note by reason of difference in time of issuance or otherwise, except as otherwise expressly provided in the Indenture, or in the Indenture Supplement which establishes any Series, Class or Tranche of Asset Pool One Notes, and to secure (i) the payment of all amounts due on such Asset Pool One Notes in accordance with their respective terms, (ii) the payment of all other sums payable by the Trust Issuing Entity under the Indenture, any Indenture Supplement and the Asset Pool One Supplement relating to the Asset Pool One Notes and (iii) compliance by the Trust Issuing Entity with the provisions of the Indenture, any Indenture Supplement or the Asset Pool One Supplement relating to the Asset Pool One Notes. This Assignment constitutes a security agreement under the UCC. (b) If necessary, the Trust Issuing Entity agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Asset Pool One Receivables in Additional Asset Pool One Accounts existing on the Addition Cut-Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the sale and assignment of its interest in such Asset Pool One Receivables to the Collateral Agent, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Collateral Agent on or prior to the Addition Date. The Collateral Agent shall be under no obligation whatsoever to file 1 VISA® and MasterCard® are registered trademarks of VISA U.S.A., Inc., and of MasterCard International Inc., respectively. such financing or continuation statements or to make any filing under the UCC in connection with such sale and assignment. (c) In connection with such assignment, the Trust Issuing Entity further agrees, at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Asset Pool One Accounts and designated hereby have been pledged to the Collateral Agent pursuant to this Assignment for the benefit and security of the Asset Pool One Noteholders, the Indenture Trustee, in its individual capacity and the Collateral Agent, in its individual capacity. (d) The parties hereto agree that all pledges of Receivables to the Collateral Agent pursuant to this Assignment are subject to, and shall be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be pledged, in whole or in part, by the Trust Issuing Entity pursuant to this Assignment shall be deemed to no longer be the property, assets or rights of the TrustIssuing Entity. The parties hereto acknowledge and agree that each such assignment is occurring in connection with a “securitization transaction” within the meaning of the Delaware Act.