Common use of Sales and Contributions Clause in Contracts

Sales and Contributions. (a) By execution of this Agreement, Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under: (i) the Receivables existing at the opening of business on the Initial Cut-Off Date, and thereafter created from time to time in the Initial Accounts until the Agreement Termination Date, and the Receivables existing on the Addition Cut-Off Date as designated pursuant to the related Assignment, and thereafter created from time to time in each Additional Account until the Agreement Termination Date, together with the Related Security and Collections with respect thereto and related Recoveries, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (ii) without limiting the generality of the foregoing or the following, all of Seller’s rights to receive payments from any Program Partner on account of in-store payments and any other amounts received by such Program Partner in payment of Receivables, (iii) the Interchange Amounts for all credit card programs relating to the Accounts on each Date of Processing and (iv) all proceeds of all of the foregoing (collectively, the “Transferred Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of Originator, Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Program Partners, clearance systems or insurers. The foregoing conveyances shall be effective (x) on the Initial Transfer Date, with respect to all Transferred Assets arising in the Initial Accounts and existing on the Initial Cut-Off Date or arising in the Initial Accounts on or prior to the Initial Transfer Date, (y) on the applicable Addition Date, with respect to Transferred Assets arising in Additional Accounts and existing on the applicable Addition Cut-Off Date or arising in the Additional Accounts on or prior to the applicable Addition Date or (z) with respect to any other Transferred Assets, instantaneously upon the creation of each Transferred Asset. (b) Seller agrees, at its own expense, (i) on or prior to (x) the Initial Transfer Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate electronic records that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to Seller or its designee in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such electronic records a code so identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to be deleted, such code thereafter) and (ii) on or prior to the date referred to in clauses (i)(x), (y) or (z), as applicable, to deliver to Buyer an Account Schedule. The initial 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 (i) of this paragraph has been included with respect to any Account, Seller further agrees not to permit such code to be altered during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account, or (y) Seller shall have delivered to Buyer prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of Buyer in the Transferred Receivables to continue to be perfected with the priority required by this Agreement. At any time that the code referenced in clause (i) is included with respect to any account, such account shall be a “Flagged Account.” (c) On or prior to the Initial Transfer Date, Seller agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Transferred Assets conveyed by Seller existing on the Initial 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 the perfection of, the transfer and assignment of its interest in such Transferred Assets to Buyer, 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 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Buyer of a file-stamped copy) as soon as practicable after the Initial Transfer Date, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Transferred Assets arising in Additional Accounts. Buyer shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such transfer and assignment. (d) Unless the methodology for calculating the Interchange Amount is otherwise modified by the Originator, in accordance with the definition of Interchange Amount, the Originator will use the methodology described in this Section 2.1(d) to calculate the Interchange Amount for the Accounts in each credit card program for each Date of Processing. Prior to the first day of each Monthly Period, the Originator will calculate the Interchange Accrual Rate for each credit card program relating to the Accounts for such Monthly Period. The Interchange Amount for the Accounts in each credit card program for any Date of Processing will be equal to the product of (i) the Principal Receivables originated in the Accounts in such credit card program on such Date of Processing, multiplied by (ii) the Interchange Accrual Rate for such credit card program and the related Monthly Period. Interchange Amounts shall be treated as Finance Charge Collections and deposited to the Collection Account in accordance with the Indenture as if such Interchange Amounts were Collections of Finance Charge Receivables.

Sales and Contributions. (a) By execution of this Agreement, Seller does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under: , (i) the Receivables existing at the opening of business on the Initial Cut-Off Closing Date, and thereafter created from time to time in the Initial Accounts until the Agreement Termination DateDate (excluding, and the however, any Receivables existing on the Addition Cut-Off Closing Date as designated pursuant or thereafter arising in any Account relating to the related Assignment▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ or Seller’s currently existing program for Home Depot U.S.A., and thereafter created from time to time in each Additional Account until the Agreement Termination DateInc.), together with the Related Security and Collections with respect thereto and related Recoveriesthereto, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (ii) without limiting the generality of the foregoing or the following, all of Seller’s rights pursuant to the Bank Receivables Sale Agreement to receive payments from any Program Partner Retailer on account of in-store payments and any other amounts received by such Program Partner Retailer in payment of Receivables, (iii) all of Seller’s other rights under the Interchange Amounts for all credit card programs relating to the Accounts on each Date of Processing Bank Receivables Sale Agreement and (iv) all proceeds of all of the foregoing (collectively, the “Transferred Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of Originator, Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Program PartnersRetailers, clearance systems or insurers. The foregoing conveyances conveyance shall be effective (x) on the Initial Transfer Closing Date, with respect as to all Transferred Assets then existing, (y) thereafter until the Daily Sale Commencement Date, on each Purchase Date, as to all Transferred Assets arising in since the Initial Accounts prior Purchase Date and existing on the Initial Cut-Off Date or arising in the Initial Accounts on or prior to the Initial Transfer Date, (y) on the applicable Addition Date, with respect to Transferred Assets arising in Additional Accounts and existing on the applicable Addition Cut-Off Date or arising in the Additional Accounts on or prior to the applicable Addition Date or (z) with respect to any other Transferred Assetsfrom and after the Daily Sale Commencement Date, instantaneously upon the creation of each Transferred Asset. (b) Seller agrees, at its own expense, (i) on or prior to (x) the Initial Transfer Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate electronic records computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to Seller or its designee in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such electronic records computer files a code so identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to be deleted, such code thereafter) and (ii) on or prior to the date referred to in clauses (i)(x), (y) or (z), as applicable, to deliver to Buyer an Account Schedule. The initial 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 (i) of this paragraph has been included with respect to any Account, Seller further agrees not to permit such code to be altered during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account, or (y) Seller shall have delivered to Buyer 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 Buyer in the Transferred Receivables to continue to be perfected with the priority required by this Agreement. At any time that the code referenced in clause (i) is included with respect to any account, such account shall be a “Flagged Account.” (c) On or prior to the Initial Transfer Date, Seller agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Transferred Assets conveyed by Seller existing on the Initial 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 the perfection of, the transfer and assignment of its interest in such Transferred Assets to Buyer, 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 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Buyer of a file-stamped copy) as soon as practicable after the Initial Transfer Date, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Transferred Assets arising in Additional Accounts. Buyer shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such transfer and assignment. (d) Unless the methodology for calculating the Interchange Amount is otherwise modified by the Originator, in accordance with the definition of Interchange Amount, the Originator will use the methodology described in this Section 2.1(d) to calculate the Interchange Amount for the Accounts in each credit card program for each Date of Processing. Prior to the first day of each Monthly Period, the Originator will calculate the Interchange Accrual Rate for each credit card program relating to the Accounts for such Monthly Period. The Interchange Amount for the Accounts in each credit card program for any Date of Processing will be equal to the product of (i) the Principal Receivables originated in the Accounts in such credit card program on such Date of Processing, multiplied by (ii) the Interchange Accrual Rate for such credit card program and the related Monthly Period. Interchange Amounts shall be treated as Finance Charge Collections and deposited to the Collection Account in accordance with the Indenture as if such Interchange Amounts were Collections of Finance Charge Receivables.

Sales and Contributions. (a) By execution of this AgreementRPA Seller hereby transfers, Seller does hereby transferassigns, assign, set sets over and otherwise convey conveys to Buyer, Purchaser without recourse (except as expressly provided herein), and Purchaser purchases and/or accepts as a capital contribution, as applicable, from RPA Seller, all its of RPA Seller’s right, title and interest in, in and to and under: (i) the Receivables existing at as of the opening of business on the Initial Cut-Cut Off Date, Date and thereafter created arising from time to time in the Initial Accounts until the Agreement Termination Dateand all Related Assets with respect thereto, and the Receivables existing on the Addition Cut-Off Date as designated pursuant including Interchange allocated to the related Assignment, and thereafter created Accounts in accordance with Section 5.1(l) from time to time in each Additional Account until time; provided, however, that Principal Receivables originated after the Agreement Termination Date, together with the Related Security and Collections with respect thereto and related Recoveries, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (ii) without limiting the generality occurrence of the foregoing or the following, all of Seller’s rights to receive payments from any Program Partner on account of in-store payments and any other amounts received by such Program Partner in payment of Receivables, (iii) the Interchange Amounts for all credit card programs relating to the Accounts on each Date of Processing and (iv) all proceeds of all of the foregoing (collectively, the “Transferred Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of Originator, Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Program Partners, clearance systems or insurers. The foregoing conveyances shall be effective (x) on the Initial Transfer Date, an Insolvency Event with respect to all Transferred Assets arising in the Initial Accounts and existing on the Initial Cut-Off Date or arising in the Initial Accounts on or prior to the Initial Transfer Date, (y) on the applicable Addition Date, with respect to Transferred Assets arising in Additional Accounts and existing on the applicable Addition Cut-Off Date or arising in the Additional Accounts on or prior to the applicable Addition Date or (z) with respect to any other Transferred Assets, instantaneously upon the creation of each Transferred AssetRPA Seller shall not be conveyed hereunder. (b) RPA Seller agrees, at its own expense, agrees (i) on or prior to (x) the Initial Transfer Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate electronic records that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to Seller or its designee in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such electronic records a code so identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to be deleted, such code thereafter) and (ii) on or prior to the date referred to in clauses (i)(x), (y) or (z), as applicable, to deliver to Buyer an Account Schedule. The initial 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 (i) of this paragraph has been included with respect to any Account, Seller further agrees not to permit such code to be altered during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account, or (y) Seller shall have delivered to Buyer prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of Buyer in the Transferred Receivables to continue to be perfected with the priority required by this Agreement. At any time that the code referenced in clause (i) is included with respect to any account, such account shall be a “Flagged Account.” (c) On or prior to the Initial Transfer Date, Seller agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Transferred Assets conveyed by Seller Receivables now existing on the Initial Cut-Off Date and thereafter created 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 transfer conveyance of the Receivables and assignment the Related Assets to Purchaser and the first priority nature of its Purchaser’s interest in such Transferred the Receivables and the Related Assets to Buyer, and to deliver a file file-stamped copy of each such financing statement statements or other evidence of such filing filings to Purchaser (which evidence may, for purposes of this Section 2.1 2.1, consist of telephone confirmation of such filing promptly to Purchaser, followed by delivery to Buyer of a file-file stamped copycopy to Purchaser as soon as is practicable after filing) on or prior to the Effective Date, and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by RPA Seller. (c) RPA Seller further agrees, at its own expense, (i) on or prior to (A) the Initial Transfer Automatic Addition Termination Date or an Automatic Addition Suspension Date, and or subsequent to a Restart Date, in the case of any Accounts designated pursuant hereto prior to such date, (if any additional filing is so necessaryB) as soon as practicable after the applicable Addition Date, in the case of Transferred Assets arising Supplemental Accounts, and (C) the applicable Removal Date, in Additional the case of Removed Accounts. Buyer shall be under no obligation whatsoever , to file such financing or continuation statements or to make any other filing under the UCC indicate in its appropriate computer files that Receivables created in connection with the Accounts (other than Removed Accounts) have been sold to Purchaser pursuant to this Agreement, transferred by Purchaser to the Trust pursuant to the Transfer and Servicing Agreement and pledged to the Indenture Trustee pursuant to the Indenture (or conveyed to the Transferor or its designee in accordance with Section 2.7 of the Transfer and Servicing Agreement, in the case of Removed Accounts) by including in such transfer 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 Automatic Addition Suspension Date or subsequent to a Restart Date, or deleting such code thereafter) and assignment(ii) on or prior to the date referred to in clauses (i)(A), (B) or (C), as applicable, to deliver to Purchaser an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date relating to the Monthly Period during which the respective Addition Dates occur) specifying for each such Account, as of the Automatic Addition Termination Date or Automatic Addition Suspension Date, in the case of clause (i)(A), the applicable Addition Cut Off Date, in the case of Supplemental Accounts, and the Removal Date, in the case of Removed Accounts, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables in such Account. Once the code referenced in clause (i) of this paragraph has been included with respect to any Account, RPA Seller further agrees not to alter such code or other notation during the term of this Agreement unless and until (x) such Account becomes a Removed Account, (y) a Restart Date has occurred on which Purchaser starts including Automatic Additional Accounts as Accounts or (z) RPA Seller shall have delivered to Purchaser and the Indenture Trustee 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 respective interests of Purchaser, the Trust and the Indenture Trustee in the Receivables and other Trust Assets to continue to be perfected with the priority required by this Agreement, the Transfer and Servicing Agreement and the Indenture, respectively. (d) Unless It is the methodology for calculating intention of the Interchange Amount is otherwise modified parties hereto that the conveyances of the Receivables and the other Related Assets by the Originator, in accordance with the definition of Interchange Amount, the Originator will use the methodology described RPA Seller to Purchaser as provided in this Section 2.1(d) 2.1 be, and be construed as, an absolute sales or capital contributions, including for accounting purposes, without recourse except as explicitly provided herein, of the Receivables and the other Related Assets by RPA Seller to calculate Purchaser. Furthermore, it is not intended that such conveyance be deemed a pledge of the Interchange Amount Receivables and the other Related Assets by RPA Seller to Purchaser to secure a debt or other obligation of RPA Seller. If, however, notwithstanding the intention of the parties, the conveyance provided for the Accounts in each credit card program this Section 2.1 is determined to be a transfer for each Date security, then this Agreement shall also be deemed to be a security agreement and RPA Seller hereby grants to Purchaser a security interest in all of Processing. Prior RPA Seller’s right, title and interest, whether now owned or hereafter acquired, in and to the first day of each Monthly Period, the Originator will calculate the Interchange Accrual Rate for each credit card program relating to the Accounts for such Monthly Period. The Interchange Amount for the Accounts in each credit card program for any Date of Processing will be equal to the product of (i) the Principal Receivables originated in the Accounts in such credit card program on such Date of Processing, multiplied by (ii) the Interchange Accrual Rate for such credit card program and the related Monthly Period. Interchange Amounts shall be treated as Finance Charge Collections and deposited to the Collection Account in accordance with the Indenture as if such Interchange Amounts were Collections of Finance Charge Receivablesother Related Assets.

Sales and Contributions. (a) By execution of this Agreement, Seller Transferor does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under: (ii)(A) the Receivables existing at acquired by Transferor pursuant to the opening of business on the Initial Cut-Off Date, and thereafter created Receivables Sale Agreement from time to time in the Initial Accounts until the Agreement Termination Date, and the Receivables existing on the Addition Cut-Off Date as designated pursuant to the related Assignment, and thereafter created from time to time in each Additional Account until the Agreement Termination Date, together with the Related Security and Collections with respect thereto and related Recoveries, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (iiB) without limiting the generality of the foregoing or the following, all of SellerTransferor’s rights pursuant to the Receivables Sale Agreement to receive payments from any Program Partner on account of in-store payments and any other amounts received by such Program Partner in payment of ReceivablesReceivables and (C) all of Transferor’s other rights under the Receivables Sale Agreement, (iii) including the right to receive the Interchange Amounts for all credit card programs relating to (as defined in the Accounts on each Date of Processing Receivables Sale Agreement) from the Seller and (ivii) all proceeds of all of the foregoing (collectively, the “Transferred Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of Originator, Seller Transferor or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Program Partners, clearance systems or insurers. The foregoing conveyances shall be effective (x) on the Initial Transfer Date, with respect to all Transferred Assets arising in the Initial Accounts and existing on the Initial Cut-Off Date or arising in the Initial Accounts on or prior to the Initial Transfer Date, (y) on the applicable Addition Date, with respect to Transferred Assets arising in Additional Accounts and existing on the applicable Addition Cut-Off Date or arising in the Additional Accounts on or prior to the applicable Addition Date or (z) with respect to any other Transferred Assets, instantaneously upon the creation of each Transferred Asset. (b) Seller On or prior to the Initial Transfer Date, Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Transferred Receivables conveyed by Transferor existing on the Initial Transfer 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 the perfection of, the transfer and assignment of its interest in such Transferred Receivables to Buyer, 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 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Buyer of a file-stamped copy) as soon as practicable after the Initial Transfer Date, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Transferred Receivables arising in Additional Accounts. Buyer shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such transfer and assignment. 5 A& R Transfer Agreement (c) Transferor agrees, at its own expense, (i) on or prior to (x) the Initial Transfer Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate electronic records that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to Seller Transferor or its designee in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such electronic records a code so identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to be deleted, such code thereafter) and (ii) on or prior to the date referred to in clauses (i)(x), (y) or (z), as applicable, to deliver to Buyer an Account Schedule. The initial 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 (i) of this paragraph has been included with respect to any Account, Seller Transferor further agrees not to permit such code to be altered during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account, or (y) Seller Transferor shall have delivered to Buyer prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of Buyer in the Transferred Receivables to continue to be perfected with the priority required by this Agreement. At any time that the code referenced in clause (i) is included with respect to any account, such account shall be a “Flagged Account.” (c) On or prior to the Initial Transfer Date, Seller agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Transferred Assets conveyed by Seller existing on the Initial 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 the perfection of, the transfer and assignment of its interest in such Transferred Assets to Buyer, 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 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Buyer of a file-stamped copy) as soon as practicable after the Initial Transfer Date, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Transferred Assets arising in Additional Accounts. Buyer shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such transfer and assignment. (d) Unless the methodology for calculating the Interchange Amount is otherwise modified by the Originator, in accordance with the definition of Interchange Amount, the Originator will use the methodology described in this Section 2.1(d) to calculate the Interchange Amount for the Accounts in each credit card program for each Date of Processing. Prior to the first day of each Monthly Period, the Originator will calculate the Interchange Accrual Rate for each credit card program relating to the Accounts for such Monthly Period. The Interchange Amount for the Accounts in each credit card program for any Date of Processing will be equal to the product of (i) the Principal Receivables originated in the Accounts in such credit card program on such Date of Processing, multiplied by (ii) the Interchange Accrual Rate for such credit card program and the related Monthly Period. Interchange Amounts shall be treated as Finance Charge Collections and deposited to the Collection Account in accordance with the Indenture as if such Interchange Amounts were Collections of Finance Charge Receivables.

Sales and Contributions. (a) By execution of this Agreement, Seller Transferor does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under: under (ii)(A) the Receivables existing at acquired by Transferor pursuant to the opening of business on the Initial Cut-Off Date, and thereafter created Receivables Sale Agreements from time to time in the Initial Accounts until the Agreement Termination Date, and the Receivables existing on the Addition Cut-Off Date as designated pursuant to the related Assignment, and thereafter created from time to time in each Additional Account until the Agreement Termination Date, together with the Related Security and Collections with respect thereto and related Recoveriesthereto, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (iiB) without limiting the generality of the foregoing or the following, all of SellerTransferor’s rights pursuant to the Receivables Sale Agreements to receive payments from any Program Partner Retailer on account of in-store payments and any other amounts received by such Program Partner Retailer in payment of Receivables, (iiiC) all of Transferor’s other rights under the Receivables Sale Agreements, and (D) any Interchange Amounts for all credit card programs relating included in Collections pursuant to the Accounts on each Date of Processing supplemental agreement entered into pursuant Section 2.1(e) and (ivii) all proceeds of all of the foregoing (collectively, the “Transferred Receivables Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by Buyer of any obligation of any Originator, Seller any Seller, Transferor or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Program PartnersRetailers, clearance systems or insurers. (b) By execution of this Agreement, Transferor does hereby transfer, assign, set over and otherwise convey to Buyer, without recourse except as provided herein, all its right, title and interest in, to and under (i)(A) the Participation Interests acquired by Transferor pursuant to the Participation Interest Sale Agreements existing at the opening of business on the Closing Date, and thereafter created from time to time until the Agreement Termination Date, together with the Requisite Percentage of the Related Security and Collections with respect thereto, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, (B) without limiting the generality of the foregoing or the following, all of Transferor’s rights pursuant to the related Participation Interest Sale Agreements to receive payments from any Retailer on account of in-store payments and any other amounts received by such Retailer in payment of Receivables, (C) all of Transferor’s other rights under each Participation Interest Sale Agreement, and (D) any Interchange included in Collections pursuant to the supplemental agreement entered into pursuant to Section 2.1(e) and (ii) all proceeds of all of the foregoing (collectively, the “Participation Assets”; and together with the Receivables Assets, the “Transferred Assets”). The foregoing conveyances shall be effective (x) on the Initial Transfer Date, with respect does not constitute and is not intended to all Transferred Assets arising result in the Initial Accounts and existing on creation or assumption by Buyer of any obligation of any Originator, Transferor or any other Person in connection with the Initial Cut-Off Date Accounts, the Transferred Interests or arising in the Initial Accounts on Underlying Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, Retailers, clearance systems or insurers. (c) On or prior to the Initial Transfer Closing Date, Transferor agrees to record and file, at its own expense, financing statements (yand continuation statements when applicable) with respect to the Transferred Interests conveyed by Transferor existing on the Closing 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 the perfection of, the transfer and assignment of its interest in such Transferred Interests to Buyer, 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 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Buyer of a file-stamped copy) as soon as practicable after the Closing Date, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, with respect to in the case of Transferred Assets Interests arising in Additional Accounts and existing on the applicable Addition Cut-Off Date Accounts. Buyer shall be under no obligation whatsoever to file such financing or arising in the Additional Accounts on continuation statements or prior to the applicable Addition Date or (z) with respect to make any other Transferred Assets, instantaneously upon filing under the creation of each Transferred AssetUCC in connection with such transfer and assignment. (bd) Seller Transferor agrees, at its own expense, (i) on or prior to (x) the Initial Transfer Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate, or cause to be indicated, in the appropriate electronic records computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to Buyer pursuant to this Agreement (or conveyed to Seller Transferor or its designee in accordance with Section 2.7, in the case of Removed Accounts) by including, or causing to be included, in such electronic records computer files a code so identifying each such Account (or, in the case of Removed Accounts, deleting, or causing to be deleted, such code thereafter) and (ii) on or prior to the date referred to in clauses clause (i)(x), (y) or (z), as applicable, to deliver to Buyer an Account Schedule. The initial 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 (i) of this paragraph has been included with respect to any Account, Seller Transferor further agrees not to permit such code to be altered during the remaining term of this Agreement unless and until (x) such Account becomes a Removed Account, or (y) Seller Transferor shall have delivered to Buyer 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 Buyer in the Transferred Receivables Interests to continue to be perfected with the priority required by this Agreement. At any time that the code referenced in clause (i) is included with respect to any account, such account shall be a “Flagged Account.” (c) On or prior to the Initial Transfer Date, Seller agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Transferred Assets conveyed by Seller existing on the Initial 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 the perfection of, the transfer and assignment of its interest in such Transferred Assets to Buyer, 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 2.1 consist of telephone confirmation of such filing promptly followed by delivery to Buyer of a file-stamped copy) as soon as practicable after the Initial Transfer Date, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Transferred Assets arising in Additional Accounts. Buyer shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such transfer and assignment. (de) Unless Transferor may in the methodology for calculating future convey a portion of the Interchange Amount is otherwise modified by the Originator, in accordance with the definition of Interchange Amount, the Originator will use the methodology described in this Section 2.1(d) to calculate the Interchange Amount for the Accounts in each credit card program for each Date of Processing. Prior to the first day of each Monthly Period, the Originator will calculate the Interchange Accrual Rate for each credit card program relating to the Accounts for such Monthly Period. The Interchange Amount for the Accounts any Account to Buyer pursuant to an agreement supplemental hereto in each credit card program for any Date of Processing will be equal form and substance satisfactory to the product of (i) the Principal Receivables originated in the Accounts in such credit card program on such Date of Processing, multiplied by (ii) the Interchange Accrual Rate for such credit card program Transferor and the related Monthly Period. Interchange Amounts shall be treated as Finance Charge Collections and deposited to the Collection Account in accordance with the Indenture as if such Interchange Amounts were Collections of Finance Charge ReceivablesBuyer.