Common use of Replacement of Ineligible Accounts Clause in Contracts

Replacement of Ineligible Accounts. If, at any time, the Series 2019-3 Class A-1 Distribution Account shall cease to be an Eligible Account (a “Series 2019-3 Ineligible Account”), the Co-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the Series 2019-3 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the Series 2019-3 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV

Replacement of Ineligible Accounts. If, at any time, the Series 20192013-3 Class A-1 1 Distribution Account shall cease to be an Eligible Account (a “Series 20192013-3 1 Ineligible Account”), the Brand Holdings II or any other Co-Issuers Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192013-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192013-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IVAgreement.

Replacement of Ineligible Accounts. If, at any time, the Series 20192018-3 Class A-1 1 Distribution Account shall cease to be an Eligible Account (each, a “Series 20192018-3 1 Ineligible Account”), the Master Issuer or any other Co-Issuers Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192018-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192018-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the Series 2019-3 Class A-1 Distribution Account shall cease to be an Eligible Account (a “Series 2019-3 Ineligible Account”), the CoIssuerCo-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the Series 2019-3 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the Series 2019-3 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, time the Series 2019-3 Class A-1 1 Distribution Account shall cease to be an Eligible Account (a “Series 2019-3 1 Ineligible Account”), the Co-Issuers Master Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge Actual Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 2019-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 2019-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the Series 20192022-3 1 Class A-1 Distribution Account shall cease to be an Eligible Account (a “Series 20192022-3 1 Ineligible Account”), the Master Issuer or any other Co-Issuers Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192022-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192022-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the Series 20192021-3 1 Class A-1 A-2 Distribution Account shall cease to be an Eligible Account (each, a “Series 20192021-3 1 Ineligible Account”), the Co-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192021-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192021-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the Series 20192018-3 1 Class A-1 A-2 Distribution Account shall cease to be an Eligible Account (each, a “Series 20192018-3 1 Ineligible Account”), the CoIssuerCo-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192018-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192018-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the Series 20192020-3 2 Class A-1 A-2 Distribution Account shall cease to be an Eligible Account (each, a “Series 20192020-3 2 Ineligible Account”), the Co-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192020-3 2 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192020-3 2 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the Series 20192020-3 1 Class A-1 A-2 Distribution Account shall cease to be an Eligible Account (each, a “Series 20192020-3 1 Ineligible Account”), the Co-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192020-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192020-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the Series 20192022-3 1 Class A-1 Distribution Account shall cease to be an Eligible Account (a “Series 20192022-3 1 Ineligible Account”), the Co-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge Actual Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192022-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192022-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the Series 20192018-3 1 Class A-1 Distribution Account shall cease to be an Eligible Account (a “Series 20192018-3 1 Ineligible Account”), the Co-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge Actual Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192018-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192018-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the Series 20192023-3 1 Class A-1 A-2 Distribution Account shall cease to be an Eligible Account (each, a “Series 20192023-3 1 Ineligible Account”), the Co-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge Actual Knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192023-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192023-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, the any Series 2019-3 2 Class A-1 Distribution A-2 Account shall cease to be an Eligible Account (each, a “Series 2019-3 2 Ineligible Account”), the Co-Issuers Issuer shall (i) within five (5) Business Days of obtaining Actual Knowledge knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 2019-3 2 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 2019-3 2 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party and the Trustee. ARTICLE IV.

Replacement of Ineligible Accounts. If, at any time, either of the Series 20192022-3 Class A-1 1 Distribution Account Accounts shall cease to be an Eligible Account (each, a “Series 20192022-3 1 Ineligible Account”), the Co-Issuers shall (i) within five (5) Business Days of obtaining Actual Knowledge knowledge thereof, notify the Control Party thereof and (ii) within sixty (60) days of obtaining knowledge thereof, (A) establish, or cause to be established, a new account that is an Eligible Account in substitution for the such Series 20192022-3 1 Ineligible Account, (B) following the establishment of such new Eligible Account, transfer or, with respect to the Trustee Accounts maintained at the Trustee, instruct the Trustee in writing to transfer all cash and investments from the such Series 20192022-3 1 Ineligible Account into such new Eligible Account and (C) pledge, or cause to be pledged, such new Eligible Account to the Trustee for the benefit of the Secured Parties and, if such new Eligible Account is not established with the Trustee, cause such new Eligible Account to be subject to an Account Control Agreement in form and substance reasonably acceptable to the Control Party Servicer and the Trustee. ARTICLE IV.