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(1) each Seller or Prime and, to the Knowledge of Sellers, each other partythereto has performed in all material respects each obligation to be performedby it under each of the Prime Securitization Documents, including the filing ofany financing statements, continuation statements or amendments under theUniform Commercial Code of each applicable jurisdiction with the appropriatefiling offices;Insurance Producer Agreement between FACS, iTrust, FACSInsurance Agency, Balboa Insurance Company, and Meritplan Insurance CompanySECTION 12.2.
(3) all Liabilities for Taxes relating to the FDS Assets or the Business forany period (or portion thereof, in the case of a Straddle Period) beginningafter the First Closing Date (other than any Liabilities for Taxes in respect ofthe GE/Macy153s Assets or the May Assets);(iv) materially change the aggregate expenses that would be incurred by FDSand its Affiliates in the servicing of the Program or the performance of interimservices in accordance with the Program Agreement;Visa Incentive Network Issuer Participation Agreement betweenFDSB and Visa effective as of May 2, 2005.1.
Conditions to Obligations of the Purchaser(8) the Books and Records that relate to the GE/Macy153s Accounts (if any);(ii) From and after the date of this Agreement and until the Second Closing,the Purchaser and its Affiliates shall not communicate with the GE/Macy153sAccount Cardholders (whether by mail, by telephone or otherwise) regarding theBusiness or their GE/Macy153s Accounts without the prior written consent of theSellers, which consent shall not be unreasonably withheld or delayed.responsibility of the Sellers, and all monies paid or otherwise collectedthereon prior to the Third Closing Date (and all monies paid or otherwisecollected on charged-off accounts prior to the Third Closing Date) shall beretained by the Sellers subject to their contractual obligations under theSecuritization Documents.Fifth Amendment, dated as of April 30, 1995, to the Receivables PurchaseAgreementSecond Amendment to the 1999 Class A Certificate Purchase Agreement, dated asof October 10, 2000On-line EZ-Pay capabilities accessible on macy153s.com(c) At the First Closing, the Purchaser shall pay the Estimated FDS PurchasePrice (plus the amount of any interest thereon as set forth on and calculated inaccordance with item 7 of the Estimated First Closing Statement) by wiretransfer of immediately available funds (in U.S. dollars) prior to 11:00 A.M.Eastern time on the First Closing Date to an account specified by FDS at leastthree (3) Business Days prior to the First Closing Date.The term "FDS Liabilities" does not include any Liabilities of Prime.Amended and Restated Pooling and Servicing Agreement, dated asof December 15, 1992 (the "Pooling and Servicing Agreement"), among the Company,Prime Receivables Corporation ("Prime") and JPMorgan Chase Bank (formerly knownas The Chase Manhattan Bank), successor to Chemical Bank, as Trustee(10) all licenses, permits or other authorizations of any GovernmentalAuthorities held or used by the Sellers and their Affiliates, whether or notrelated to or used in the Business;(a) In this Agreement, unless the context otherwise requires, references to:Flamingo Portfolio Summary (FDS 04, GECC 04, Prem 04, Base 04, SAV 04, andStratification Data sections)The Equity Holder shall not be required to make any capital contributions toNewco. [run off]Consumer Credit Information and Credit Card Fraud Alert RegistryService Agreement between CreditComm Service LLC and FACS dated April 5, 1999. All Rights Reserved.and their Affiliates, as applicable. Conduct of Business(2) the Gross Receivables on the GE/Macy153s Accounts as of the Second Cut-OffTime;SECTION 1.1. At any meeting of Newco stockholders to electdirectors, Citibank will vote all its shares of capital stock of Newco in favorof the Equity Holder153s nominee.Third Amendment to the 1999 Class B Certificate Purchase Agreement, dated asof July 30, 2002First Amendment to the 1999 Class B Certificate Purchase Agreement, dated asof August 3, 1999(2) from and after the Second Closing, all obligations to GE/Macy153s AccountCardholders in their capacity as such or to perform under Account Agreements forthe GE/Macy153s Accounts, including payment of credit balances (excluding any suchobligations to the extent related to any breach or default by the Sellers or GEBank prior to the Second Closing);(2) each of the Prime Securitization Interests, each series of certificatesin Prime Master Trust and each of the Securitization Documents to which anySeller, Prime or Prime Master Trust, as the case may be, is a party is in fullforce and effect and is a valid, binding and enforceable obligation of suchSeller, Prime or Prime Master Trust, as the case may be, and to the Knowledge ofSellers, the other parties thereto, subject to applicable bankruptcy,insolvency, moratorium, reorganization, fraudulent transfer and other lawsaffecting creditors153 rights generally and to general equitable principles;(3) breach, violate, conflict with, be prohibited by, require any additionalapproval under or result in a default under the terms, conditions or provisionsof any Contract of the Purchaser, or give any third party the right to terminateor cancel any right of the Purchaser, conflict with, be prohibited by, requireany additional approval under any such Contract, or accelerate the performanceof its obligation thereunder;