NOTE PURCHASE AGREEMENT

 

and Restated Pooling and Servicing Agreement, dated as of April 28, 2000, as amended by Amendment No. 1 thereto, dated as of August 22, 2001 (as amended, supplemented or otherwise modified, the “ Pooling and Servicing Agreement ”), by and among TRC, as Transferor (in such capacity, the “ Transferor ”), Target National Bank, as Servicer (in such capacity, the “ Servicer ”), and Wells Fargo Bank, National Association, a national banking association (“ Wells Fargo ”), as Trustee (the “ Trustee ”).

 

The Transferor and the Trustee propose to create a new Series of Investor Certificates (the “ Collateral Certificate ”) pursuant to the Series 2008-1 Supplement to the Pooling and Servicing Agreement, dated as of May 19, 2008 (the “ Series Supplement ”), by and among the Transferor, the Servicer and the Trustee.

 

The Collateral Certificate will be transferred by TRC to the Issuer in consideration of the Note pursuant to the Deposit and Administration Agreement, dated as of May 19, 2008 (the “ Deposit and Administration Agreement ”), by and between TRC, as Depositor and Administrator (in such capacities, the “ Depositor ” and the “ Administrator ,” respectively) and the Issuer.

 

The Issuer, existing pursuant to the Amended and Restated Trust Agreement, dated as of May 19, 2008 (the “ Trust Agreement ”), by and between TRC, as Depositor, and Wilmington Trust Company, a Delaware banking corporation, as Owner Trustee, will pledge the Collateral Certificate to Wells Fargo, as Indenture Trustee (in such capacity, the “ Indenture Trustee ”) under the Indenture, dated as of May 19, 2008 (the “ Indenture ”), by and between the Issuer and the Indenture Trustee, to secure the Note to be issued by the Issuer on the Closing Date, pursuant to the Indenture.

 

The Note is an obligation of the Issuer.  The primary asset of the Issuer is the Collateral Certificate, which represents a specified undivided interest in the Trust.

 

This Note Purchase Agreement, the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement, the Series Supplement, the Deposit and Administration Agreement, the Trust Agreement, the Indenture and the Confidentiality and Non-Solicitation Agreement, dated as of May 5, 2008 (the “ Confidentiality and Non-Solicitation Agreement ”), by and among TRC, Target, the Note Purchaser, Chase USA and JPMorgan Chase Bank, National Association shall collectively hereinafter be referred to as the “ Basic Documents .”  Capitalized terms used but not defined herein have the meanings assigned thereto in the respective Basic Documents.  In the event that any definition contained herein shall conflict with or be inconsistent with any definition contained in the Basic Documents other than this Note Purchase Agreement, the definitions set forth in this Note Purchase Agreement shall govern with respect to the Note and this Note Purchase Agreement.  TRC and Target hereby agree with the Note Purchaser and Chase USA as follows:

 

2.   Representations and Warranties of TRC and Target .  Each of TRC and Target, as applicable (TRC as to itself only, and Target as to itself, Target National Bank and TCC), hereby represents and warrants to, and agrees with, the Note Purchaser and Chase USA that:

 

 

(a)            Each of TRC and Target has been duly incorporated and is an existing corporation in good standing under the laws of the State of Minnesota with power and authority (corporate and other) to own its properties and conduct its business; and each of TRC and Target is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification and where the failure to so qualify would have a material adverse effect on the Trust’s, the Transferor’s or the Servicer’s, as applicable, ability to perform its obligations under the Basic Documents to which each is a party.

 

(b)            No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation by TRC or Target of the transactions contemplated by this Note Purchase Agreement in connection with the issuance and sale of the Note, except such as have been obtained and made.

 

(c)            Neither TRC nor Target is in violation of its Articles of Incorporation or Bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated in the Basic Documents.  The execution, delivery and performance of the Basic Documents and the issuance and sale of the Note and compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over TRC or Target or any of Target’s subsidiaries or any of their properties, or any material agreement or instrument to which TRC or Target or any of Target’s subsidiaries is a party or by which TRC or Target or any of Target’s subsidiaries is bound or to which any of the properties of TRC or Target or any of Target’s subsidiaries is subject, or the Articles of Incorporation or Bylaws of TRC or Target or any of Target’s subsidiaries; TRC has full power and authority to authorize, issue and transfer the Collateral Certificate as contemplated by the Deposit and Administration Agreement and sell the Note as contemplated by this Note Purchase Agreement; and each of TRC and Target has full power and authority to enter into the Basic Documents to which it is a party.

 

(d)            The representations and warranties of each of TRC, TCC, Target National Bank and Target in the Basic Documents to which it is a party are true and correct as of the date hereof (unless such representation or warranty specifically relates to an earlier date).

 

(e)            Each of this Note Purchase Agreement and the other Basic Documents to which TRC, TCC, Target National Bank and Target (each, a “Target Entity”) is a party has been duly authorized, executed and delivered by each such party and constitutes a legal, valid and binding agreement of each Target Entity which is a party thereto enforceable in accordance with its terms, except as enforceability may be

 

 

limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.

 

(f)             TRC has authorized:  (i) the conveyance of the Receivables and other rights to the Trust, (ii) the issuance of the Collateral Certificate by the Trust, (iii) the transfer of the Collateral Certificate to the Issuer and (iv) the issuance and sale of the Note.

 

(g)            Any taxes, fees and other governmental charges due and payable from or by TRC or Target in connection with the execution, delivery and performance of the Basic Documents, the Collateral Certificate and the Note and any other agreements contemplated therein shall have been paid or will be paid by TRC or Target, as the case may be, at or prior to the Closing Date to the extent then due.

 

(h)            The information heretofore furnished by or on behalf of a Target Entity to the Note Purchaser, as identified in Schedule I hereto but exclusive of any information that was forward-looking information at the time it was provided, for purposes of, or in connection with, this Note Purchase Agreement and the other Basic Documents was true and accurate in every material respect, as of the date such information was stated or certified.  If the representation or warranty made by TRC and Target in this subsection 2(h)  (i) shall prove to have been incorrect in any material respect when made, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to TRC and Target by the Note Purchaser and (ii) as a result of which the interests of the Note Purchaser are materially and adversely affected, a Note Purchase Agreement early amortization event (a “ Note Purchase Agreement Early Amortization Event ”) shall be deemed to have occurred.   Upon discovery by TRC or Target of a material breach of any representation or warranty of TRC or Target set forth in this subsection 2(h) , the party discovering such breach shall give prompt written notice thereof to the Note Purchaser.

 

(i)             Other than as set forth in this Note Purchase Agreement, there are no legal or governmental proceedings pending or, to the knowledge of any Target Entity, threatened to which any Target Entity or any of their subsidiaries is a party or to which any property of any Target Entity or any of their subsidiaries is the subject which, if determined adversely to a Target Entity could individually or in the aggregate reasonably be expected to (i) have a material adverse effect on (A) the financial position or results of operations of any Target Entity or any of their subsidiaries, taken as a whole, and (B) the Notes, or (ii) impair materially the ability of any Target Entity or any of their subsidiaries to perform any of their respective obligations under the Basic Documents.

 

(j)             When the Collateral Certificate is issued pursuant to the Series Supplement and the Pooling and Servicing Agreement, the Trust will not be an

 

 

“investment company” or “controlled” by an “investment company” as each such term is defined in the Investment Company Act of 1940.

 

(k)            When the Note is issued pursuant to the Indenture, the Issuer will not be an “investment company” or “controlled” by an “investment company” as each such term is defined in the Investment Company Act of 1940.

 

3.   Purchase, Sale and Delivery of the Note .  On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, TRC agrees to sell to the Note Purchaser, and the Note Purchaser agrees to purchase from TRC, the Note at a purchase price of 93.00% of the original principal amount thereof and at an Interest Rate of, with respect to any Interest Accrual Period, a per annum rate equal to LIBOR, as determined on the related LIBOR Determination Date, plus (x) for each Interest Accrual Period through and including the earlier of (i) the Interest Accrual Period beginning on April 25, 2013 and (ii) the Interest Accrual Period related to the first Special Payment Date, 0.65% and (y) for each Interest Accrual Period thereafter, 2.28%.

 

TRC will deliver to the Note Purchaser, against payment of the purchase price, the Note in the form of one permanent security in certificated form (the “ Certificated Note ”).  Payment for the Note shall be made by the Note Purchaser in Federal (same day) funds by wire transfer to an account previously designated to the Note Purchaser by TRC or Target by 10:00 a.m. (New York time), on May 19, 2008 (or such date that is as soon as practicable after the conditions in Section 7 hereof are satisfied, as mutually agreed upon by TRC and the Note Purchaser, the “ Closing Date ”), but in no case later than May 30, 2008 (the “ Termination Date ”).  The Certificated Note will be made available for inspection at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036, at least 24 hours prior to the Closing Date.

 

TRC, Target and the Note Purchaser each covenants to treat the Note as indebtedness for all U.S. federal, state and local income tax purposes.

 

4.   Representations, Warranties and Agreements of the Note Purchaser and Chase USA; No Offering by the Note Purchaser .  Each of the Note Purchaser and Chase USA, as applicable, as to itself, hereby respectively represents and warrants to, and agrees with, TRC and Target that:

 

(a)            The Note Purchaser has been duly organized and is an existing corporation in good standing under the laws of the State of Nevada with power and authority (corporate and other) to own its properties and conduct its business; and the Note Purchaser is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification and where the failure to so qualify might permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liability in such jurisdiction.

 

 

(b)            Chase USA has been duly organized and is an existing national banking association in good standing under the laws of the United States of America with power and authority (corporate and other) to own its properties and conduct its business; and Chase USA is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification and where the failure to so qualify might permanently impair title to property material to its operations or its right to enforce a material contract against others or expose it to substantial liability in such jurisdiction.

 

(c)            No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation by the Note Purchaser of the transactions contemplated by this Note Purchase Agreement in connection with the issuance and sale of the Note, except such as have been obtained and made and except such as may be required under state securities laws.

 

(d)            No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation by Chase USA of the transactions contemplated by this Note Purchase Agreement in connection with the issuance and sale of the Note, except such as have been obtained and made and except such as may be required under state securities laws.

 

(e)            The Note Purchaser has full power and authority to enter into this Note Purchase Agreement.

 

(f)             Chase USA has full power and authority to enter into this Note Purchase Agreement.

 

(g)            The Note Purchase Agreement has been duly authorized, executed and delivered by the Note Purchaser and constitutes a legal, valid and binding agreement of the Note Purchaser enforceable in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.

 

(h)            The Note Purchase Agreement has been duly authorized, executed and delivered by Chase USA and constitutes a legal, valid and binding agreement of Chase USA enforceable in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law.

 

 

(i)             The Note Purchaser understands that it is purchasing the Note for its own account (and not in a fiduciary capacity) and does not intend to offer the Note for sale to the public.

 

(j)             The Note Purchaser will not offer to sell or otherwise dispose of the Note (or any interest therein) in violation of any of the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”) or any applicable state or other securities laws.  The Note Purchaser acknowledges that it has no right to require TRC to register the Note under the Securities Act or any state securities law.

 

(k)            The Note Purchaser shall execute and deliver an investor letter addressed to TRC substantially in the form attached as Exhibit B to the Indenture.

 

(l)             The Note Purchaser has not acquired and will not Transfer any interest in the Note, or cause an interest in the Note to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any regulations thereunder, including, without limitation, any over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.

 

(m)           The Note Purchaser and Chase USA will not (i) include the Note in any securitization which would require filings under Regulation AB under the Securities Act or (ii) use any trademarks, tradenames, service marks, logos or other proprietary designations of Target or its Affiliates in any securitization, and the term of any securitization into which the Note is to be included cannot extend beyond the expected final payment date of the Note.

 

For purposes of this Section 4 , “ Regulation AB ” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, and all related rules and regulations of the Securities and Exchange Commission, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Securities and Exchange Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Securities and Exchange Commission, or as may be provided by the Securities and Exchange Commission or its staff from time to time.

 

5.   Certain Agreements of TRC and Target .  Each of TRC and Target, as applicable (each as to itself only, except that the covenants as to Target National Bank and TCC are made by Target) covenants and agrees with the Note Purchaser and Chase USA that:

 

(a)            For so long as the Note is Outstanding:

 

(i)                     TRC agrees that it will not and will cause the Issuer and any of their Affiliates (as defined in Rule 501(b) of Regulation D) not to solicit any offer to buy or make any offer or sale of, or otherwise negotiate in respect of, the Note if, as a result of the doctrine of “integration” referred to in Rule 502

 

 

under the Securities Act, such offer or sale would render invalid (for the purpose of (A) the sale of the Note by the Issuer to the Note Purchaser, (B) the resale of the Note by the Note Purchaser to subsequent purchasers or (C) the resale of the Note by such subsequent purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A or by Regulation S of the Securities Act (“ Regulation S ”) thereunder or otherwise.

 

(ii)                    None of TRC, the Issuer or any of their Affiliates (as defined in Rule 501(b) of Regulation D) will directly or through any agent:  (A) engage in any form of general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offering or sale of the Note in the United States or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (B) engage in any “directed selling efforts” (as defined in Rule 902(c) under Regulation S) with respect to the Note.

 

(b)            For so long as all of the Notes are held by the Note Purchaser, JPMorgan Chase & Co. or a wholly-owned direct or indirect subsidiary of JPMorgan Chase & Co. (each a “ Chase Entity ” and collectively, the “ Chase Entities ”):

 

(i)                     For a period from the date of this Note Purchase Agreement until payment in full of the Note, Target National Bank, as Servicer, will furnish or cause to be furnished to the Note Purchaser (A) copies of each certificate, report, statement and the annual statements of compliance delivered to the Trustee, pursuant to Article III of the Pooling and Servicing Agreement and Section 5.2 of the Series Supplement and the annual independent certified public accountant’s servicing reports furnished to the Trustee pursuant to Article III of the Pooling and Servicing Agreement, by either first-class mail or electronic transfer (including e-mail) as soon as practicable after such statements and reports are furnished to the Trustee, and (B) any other periodic certificates or reports as may be delivered to the Trustee or the Collateral Certificateholder under the Pooling and Servicing Agreement or the Series Supplement.

 

(ii)                    For a period from the date of this Note Purchase Agreement until payment in full of the Note, Target National Bank, as Servicer, will furnish to the Note Purchaser (A) copies of each certificate and the annual statements of compliance delivered to the Indenture Trustee, pursuant to Section 3.9 of the Indenture, by either first-class mail or electronic transfer (including e-mail) as soon as practicable after such statements and reports are furnished to the Indenture Trustee, and (B) any other periodic certificates or reports as may be delivered to the Indenture Trustee under the Indenture; provided that any certificate to be provided to the Noteholders pursuant to the Indenture shall be provided by the Indenture Trustee and not Target National Bank.

 

 

(iii)                   For a period from the date of this Note Purchase Agreement until payment in full of the Note, Target National Bank, as Servicer, shall provide to the Note Purchaser the Forecast Book and the Risk Management Review containing substantially similar information as the copies of such reports previously provided to Chase USA or if such reports are no longer produced, such replacement standard monthly profitability and risk management reports used by Target’s credit card management team in the ordinary course of business to monitor portfolio performance, in each case by either first-class mail or electronic transfer (including e-mail) as soon as practicable after being provided to Target’s credit card management team and not more than sixty (60) days after the end of the related reporting period, subject, in each case, to the mutually agreed upon confidentiality provisions.  Neither the Note Purchaser nor Chase USA will have access to personally identifiable cardholder information.  Target National Bank agrees to have its senior credit officers, or any other person designated by the foregoing that is acceptable to the Note Purchaser, meet not more frequently than once each calendar quarter with representatives of the Note Purchaser to discuss any such report.  All such meetings shall be at a location specified by Target National Bank.  The Note Purchaser will not be reimbursed for its expenses incurred in participating in such meetings.

 

(iv)                   TRC agrees that any credit card account initially originated by a party other than Target National Bank and its successors, assigns or transferees from Target National Bank, and with respect to any such successors, assigns or transferees any credit card account originated by such entity (other than Target National Bank) prior to becoming a successor, assign or transferee of Target National Bank, shall not become an Automatic Additional Account or Supplemental Account unless the Note Purchaser shall have given its prior written consent to such designation.

 

(v)                    TRC agrees that no credit card account shall be treated as an Eligible Account unless (a) it is Target branded and includes a consumer value proposition substantially related to Target retail locations or Target merchandise or (b) the Note Purchaser shall have given its prior written consent to such designation.

 

(vi)                   TRC agrees that the Required Retained Transferor’s Percentage shall not be adjusted unless there is: (A) written notice from TRC to the Trustee, (B) prior written consent from the Note Purchaser in connection with such action and (C) a Tax Opinion that such action shall not cause the Trust to be characterized for Federal income tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse effect on the Federal income taxation of any outstanding Series of Certificates or any Certificate Owner.

 

 

(vii)                  With respect to the Principal Allocation Percentage, the denominator under clause (2) of the definition thereof shall be calculated as the sum of the numerators used to calculate the principal allocation percentages for all Series and Participations outstanding as of the date as to which such determination is made; provided, however , that such numerators for each other Series shall be based on the actual invested amount of such Series as specified in the respective definition thereof.

 

(viii)                 TRC agrees that, while each of the Basic Documents may be amended from time to time in accordance with its terms, any amendment to a Basic Document after the Closing Date which may have a material adverse effect on the Note Purchaser shall be subject to the prior written consent of the Note Purchaser and additionally, that the Note Purchaser shall be given notice of any proposed amendment to such documents (regardless of any determination of materiality) not less than ten Business Days prior to the proposed effective date for such amendment.

 

(ix)                    TRC agrees that it will request that Target National Bank not at any time, except as otherwise required by any Requirement of Law, or as is deemed by Target National Bank to be necessary in order for Target National Bank to maintain its credit card business, based upon a good faith assessment by Target National Bank, in its sole discretion, of the nature of the competition in the credit card business, reduce the annual percentage rates of the Periodic Finance Charges assessed on the Receivables or reduce other fees on the Accounts, if, either (a) as a result of such reduction it is reasonably expected that such reduction will cause an Early Amortization Event to occur with respect to a Series or (b) such reduction (x) if Target National Bank owns a comparable segment of receivables, is not applied to any such comparable segment of consumer open end credit accounts owned by Target National Bank that have characteristics the same as or substantially similar to the Receivables that are the subject of such change and (y) if Target National Bank does not own such a comparable segment of receivables, is made with the intent to (1) materially benefit TRC over the Investor Certificateholders or (2) materially adversely affect the Investor Certificateholders, except as otherwise restricted by an endorsement, sponsorship, or other agreement between TRC and an unrelated third party or by the terms of the Accounts.  TRC further agrees to provide prompt notice to the Note Purchaser of the failure on the part of Target National Bank to act in accordance with such request by TRC.

 

Failure on the part of TRC or Target duly to observe or perform in any material respect any covenants or agreements of TRC or Target set forth in subsection 5(b)(iii)  through (ix) , or failure on the part of Target National Bank to act in accordance with the request of TRC as set forth in subsection 5(b)(ix) , which failure has a material adverse effect on the Note Purchaser and which continues unremedied for a period of 60 days after the date on which

 

 

written notice of such failure, requiring the same to be remedied, shall have been given to TRC and Target by the Note Purchaser shall constitute a Note Purchase Agreement Early Amortization Event.

 

Upon discovery by TRC or Target of a material breach of any covenants or agreements of TRC or Target set forth in subsection 5(b)(iii)  through (ix)  or the material failure on the part of Target National Bank to act in accordance with the request of TRC as set forth in subsection 5(b)(ix) , the party discovering such breach or failure shall give prompt written notice to the Note Purchaser.

 

6.   Payment of Expenses .  TRC or Target will pay all expenses incident to the performance of their obligations under this Note Purchase Agreement, including (a) the preparation of the Basic Documents, including this Note Purchase Agreement, the Collateral Certificate and the Note, (b) the preparation, issuance and delivery of the Note to the Note Purchaser, (c) the fees and disbursements of counsel and accountants for TRC and Target and any fees or expenses of any other broker, agent or advisor to a Target Entity and (d) the fees and expenses of the Trustee and its counsel, the Owner Trustee and its counsel and the Indenture Trustee; provided , that TRC or Target may not use Trust Assets for any payments made under this Section 6 .

 

It is understood that the Note Purchaser will pay all expenses incident to the performance of its obligations under this Note Purchase Agreement, including the fees of its counsel.

 

7.   Conditions of the Obligations of the Note Purchaser .

 

I.   Conditions to Initial Purchase .  The obligation of the Note Purchaser to purchase and pay for the Note on the Closing Date will be subject to the accuracy of the representations and warranties on the part of TRC and Target herein, to the accuracy of the statements of officers of TRC and Target made pursuant to the provisions hereof, to the performance by each of TRC and Target of its obligations hereunder and to the following additional conditions precedent:

 

(a)            You shall have received from Timothy R. Baer, General Counsel for Target and counsel for TRC, TCC and Target National Bank, such opinion or opinions dated the Closing Date and satisfactory in form and substance to you and your counsel, substantially to the effect that:

 

(i)                     Each of TRC, Target and TCC has been duly incorporated and is validly existing and in good standing under the laws of the State of Minnesota with full corporate power, authority and legal right to own its properties and conduct its business as such properties are currently owned and such business is currently conducted, to execute, deliver and perform its obligations under each of the Basic Documents to which it is a party and, solely with respect to TRC, as Transferor, to execute and deliver to the Trustee the

 

 

Collateral Certificate pursuant to the Pooling and Servicing Agreement and Series Supplement;

 

(ii)                    Target National Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States, and has full corporate power, authority and legal right to execute, deliver and perform its obligations under the Basic Documents to which it is a party and, in all material respects, to own its properties and conduct its business as such properties are presently owned and as such business is presently conducted;

 

(iii)                   Each of TRC, Target National Bank, Target and TCC is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Credit Card Agreement relating to an Account owned by the Credit Card Originator or any Receivable transferred to the Trust by the Transferor unenforceable by the Credit Card Originator, the Transferor, the Servicer or the Trustee and would have a material adverse effect on the interests of the Note Purchaser under the Pooling and Servicing Agreement, the Series Supplement, the Note Purchase Agreement or the Indenture;

 

(iv)                   The Collateral Certificate has been duly authorized, executed and delivered by the Transferor and, when duly authenticated by the Trustee in accordance with the terms of the Pooling and Servicing Agreement and the Series Supplement and delivered to the Issuer at the direction of the Transferor, will be validly issued and outstanding and entitled to the benefits provided by the Pooling and Servicing Agreement and the Series Supplement;

 

(v)                    The Note has been duly authorized, executed and delivered by the Issuer and, when duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Note Purchaser in accordance with the terms of this Note Purchase Agreement, will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with its terms;

 

(vi)                   Each of the Basic Documents to which the applicable entity is a party has been duly authorized, executed and delivered by TRC, TCC, Target and/or the Servicer, as the case may be;

 

(vii)                  No consent, approval, authorization or o