Common use of Purchase Clause in Contracts

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the payment non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, NRPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables ariseDollar Notes. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise.------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Dollar Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if NRPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration Upon the terms and subject to the conditions of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelythis Agreement, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, Buyer hereby agrees to and under purchase from the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts)Company, and at the close of business Company hereby agrees to sell to the Buyer, on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the related Purchased Assets, Buyer shall be sold obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by Capital One and purchased by Funding the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. Receivables arising after The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall so long as (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect the Company Put Notice has been delivered to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing AgreementBuyer, and (ii) on or prior the conditions to the Closing Date, closing as set forth in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term Section 7 of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable have been satisfied by the Company. In consideration of the Buyer agreeing to cause enter into this Agreement, the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively Company shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior also issue to the Determination Date immediately succeeding Buyer on the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention closing date of the parties Other Note Purchase Agreement the July 2006 Warrant, attached hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderas Annex XI. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Purchaser hereby agrees solely as to itself, severally but not jointly, to purchase from Seller, and Seller hereby agrees, subject to receipt of such Purchaser’s Pro Rata Share (as defined below) of the Purchase Price, to assign, transfer and deliver to such Purchaser, such Purchaser’s Pro Rata Share of the Purchased Shares (rounded to the nearest whole number for each Purchaser but so that all Purchased Shares are purchased and sold hereunder) so that such Purchaser has unrestricted ownership and can freely dispose of such Purchased Shares, free and clear of all liens and encumbrances other than restrictions arising under applicable securities Laws, by delivering to each Purchaser an assignment declaration substantially in the form of Schedule B attached hereto, all on the terms, and subject to the conditions, provided for herein. No later than two (2) Business Days following delivery of the Closing Notice (as defined below) to the Purchasers, the Purchasers shall deliver (including by email) to Seller and the Company a written notice (the “Allocation Notice”) setting forth, for each Purchaser (a) In consideration of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries percentage allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) Purchaser with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofShares, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements Purchase Price and amendments to name Capital OneAcquired Shares, as seller, and Funding, as purchaser, of applicable (the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts“Pro Rata Share”), and (yb) the applicable Addition Date, in amount payable by each Purchaser with respect to its Pro Rata Share of the case of Additional Accounts, indicate in its books and records Purchase Price (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding rounded to the Trustee pursuant nearest cent but so that the aggregate amount of the Purchasers’ Pro Rata Shares of the Purchase Price is equal to the Pooling and Servicing AgreementPurchase Price). The number of Purchased Shares shall be equal to the Purchase Price (expressed in Euros as-converted based on the Exchange Rate) divided by the Company Equity Value Per Share, and shall be notified by Seller to the Purchasers in writing no later than one (ii1) on or Business Day prior to the Closing Date, including the number of Purchased Shares to be purchased by each Purchaser at the Closing in accordance with the case of Initial Accounts, and on or Allocation Notice. No later than one (1) Business Day prior to the applicable Addition DateClosing, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule Company shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior provide written notice to the Determination Date immediately succeeding Purchasers of the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list number of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue Acquired Shares to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior issued to the Determination Date immediately succeeding Purchasers at the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that Closing and the conveyance number of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were Acquired Shares to be determined that issued to each Purchaser at the transactions evidenced hereby constitute a loan and not a purchase and sale, it is Closing in accordance with the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderAllocation Notice. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One Chase USA does hereby sell, transfer, assign, set over and otherwise convey to Funding Purchaser (collectively, the “Conveyance”"Convey"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Purchase Cut-Off Date, in the case of Receivables existing and arising in the Initial Accounts (including Related Accounts with respect to such Initial Existing Accounts), and at the close of business on the related each Additional Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such the Existing Accounts and the Additional Accounts, all Allocated Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including, without limitation, “including "proceeds” " as defined in the UCC) thereof (collectively, thereof. Such property shall constitute the “"Purchased Assets”). ." The Receivables existing in arising after the Initial Accounts at the close of business on the Initial Purchase Cut-Off Date and thereafter arising on or before the Initial Purchase Date in the Initial Existing Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold and hereby are Conveyed by Capital One and purchased by Funding Chase USA to Purchaser on the Closing DateInitial Purchase Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after the Closing Initial Purchase Date in the Initial Existing Accounts and the related Purchased Assets shall be sold and hereby are Conveyed by Capital One Chase USA and purchased by Funding Purchaser on the date such Receivables arise, and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter the Receivables arising in such after the Additional Accounts Cut-Off Date and on or prior to before the related Addition Date, Date and the related Purchased Assets, shall be sold and hereby are Conveyed by Capital One Chase USA and purchased by Funding Purchaser on the related Addition DateDate and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold and hereby are Conveyed by Capital One Chase USA and purchased by Funding Purchaser on the date such Receivables arisearise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. (b) Capital One Chase USA shall (i) record and file, at its own expense, any financing statements (and continuation statements and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets 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 Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as sellerPurchaser, and Funding, as purchaser, of the Purchased Assets and (iii) shall deliver a file-file stamped copy of each such financing statements statement to Purchaser on or amendments or other evidence prior to the Initial Purchase Date, in the case of such filings Purchased Assets relating to Funding as soon as the Existing Accounts, and (if any additional filing is practicable after filingso necessary) the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (c) Capital One Chase USA shall, at its own expense, (i) on or prior to (x) the Closing Initial Purchase Date, in the case of Initial the Existing Accounts, and or (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its the appropriate computer files) files that Receivables created in connection with such the Accounts and the related Purchased Assets have been sold conveyed to Funding in accordance with Purchaser pursuant to this Agreement and have been conveyed by Funding Purchaser has transferred the Receivables to the Trustee pursuant to the Pooling and Servicing Agreement, Agreement and (ii) on or prior to the Closing Initial Purchase Date and each Addition Date, as applicable, deliver to Purchaser and the Trustee an Account Schedule containing a true and complete list of all such Accounts specifying for each such Account, as of the Initial Purchase Cut-Off Date, in the case of Initial Accounts, the Existing Accounts and on or prior to the applicable Addition Additional Cut-Off Date, in the case of Additional Accounts, deliver to Funding an its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Chase USA agrees that it will maintain the Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing as a true and complete list of all such Accounts and will supplement or amend the Account Schedule on each Addition Date and periodically, as needed, to remove Deleted Accounts. Capital One shall Chase USA agrees not to alter the indication referenced computer designation which indicate that the receivables in clause (i) of this paragraph with respect an Account have been conveyed to any Account during Purchaser and transferred to the term of this Agreement Trust unless and until such Account is no longer an Account or Capital One has unless and until (i) Chase USA shall give written notice of any such alteration to Purchaser and (ii) Chase USA shall have taken such action as is necessary or advisable to cause the interest of Funding Purchaser in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance Conveyance of Capital One’s Chase USA's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, others from Capital One Chase USA to FundingPurchaser. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall shall, for all purposes, including for accounting purposes, constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey Seller agrees to Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, sell to and under the Receivables existing at the close of business Purchaser on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts Closing Date (including Related Accounts with respect to such Initial Accountsas defined below), and at the close of business Purchaser agrees to purchase on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in accordance with the case terms of Initial Accountsthis Agreement: (a) The Land, together with any and all privileges and easements appurtenant thereto; (yb) The existing buildings, fixtures, structures and other improvements located upon the applicable Addition DateLand, in together with, to the case of Additional Accountsextent not constituting Personal Property, indicate in its books apparatus, equipment and records (including its computer files) that Receivables created appliances incorporated therein and used in connection with such Accounts the operation and occupancy thereof, but specifically excluding the related Purchased Assets have been sold to Funding property more particularly described on Schedule 2(m) (the “Improvements”); (c) All tangible personal property located at the Facility and used in accordance connection with this Agreement and have been conveyed by Funding to the Trustee pursuant to operation of the Pooling and Servicing AgreementFacility, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur)including, but not later than limited, to all moveable trade fixtures, but specifically excluding the property more particularly described on a quarterly basis to include any new Related Accounts.Schedule 2(m) (the “Personal Property”); (d) The parties hereto intend that the conveyance All of Capital OneSeller’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances resident agreements for the Facility in effect on the Closing Date (the “Resident Agreements”); (e) The trade names listed on Schedule 1(e) attached hereto (the “Trade Names”); (f) All refundable deposits under the Resident Agreements or rights of others, from Capital One to Funding. It is the intention under other Rights being assumed by Purchaser as part of the parties hereto that Property; (g) To the arrangements with respect extent transferable, all service, maintenance, supply, marketing and management contracts in effect as of the Effective Date, disclosed in writing or made available through the data room to Purchaser and related to the Purchased Assets shall constitute a purchase operation of the Facility, except for the contracts listed on Schedule 2(n) and sale except to the extent Purchaser notifies Seller in accordance with the terms of Section 8(d) below that it does not desire to assume any such Purchased Assets instruments, and not a loan, including for accounting purposes. In all contracts which Purchaser agrees to assume or is deemed to have agreed to assume pursuant to Section 30(c) below (the event“Assumed Contracts”); provided, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in Purchaser must assume all of Capital OneSeller’s right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under all of the Purchased Assets to secure contracts listed on Schedule 1(g) (the obligations of Capital One hereunder.“Mandatory Contracts”); and (eh) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all All of Capital OneSeller’s right, title and interestinterest in and to all books, whether now owned or hereafter acquiredrecords, incontracts, vendor agreements, warranties, guarantees, permits and other agreements relating to the operation of the Facility, to the extent transferable, except for any such instruments listed on Schedule 2(n) and under except to the Purchased Assetsextent Purchaser notifies Seller in accordance with the terms of Section 8(d) below that it does not desire to assume any such instruments (collectively the “Rights”). The Land and the Improvements are collectively referred to herein as the “Real Property”. The Real Property, Personal Property, Trade Names, Rights and Resident Agreements are referred to secure herein collectively as the performance “Property.” Notwithstanding any other provision of all of the obligations of Capital One hereunder and under the Pooling and Servicing this Agreement. With respect to such security interest and such collateral, the Trustee shall have all of Property will not include the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCCExcluded Assets (as defined below). (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One FSB does hereby sell, transfer, assign, set over and otherwise convey to Funding TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such AccountsAccount has become a Removed Account), all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS shall have the right to pledge, assign, transfer, sell and exercise full control over all the Purchased Assets, subject to the interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding TRS on the date such Receivables arise. (b) Capital One FSB shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One FSB to FundingTRS, (ii) cause such financing statements and amendments to name Capital OneFSB, as seller, and FundingTRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding TRS as soon as is practicable after filing. (c) Capital One FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding TRS in accordance with this Agreement and have been conveyed by Funding TRS to the Trustee RFC VIII pursuant to the Pooling TRS-RFC VIII Receivables Purchase Agreement and Servicing by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to Funding be delivered to TRS an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occurNew Account Delivery Date) containing a true and complete list of all such Accounts. Capital One FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One FSB has taken such action as is necessary or advisable to cause the interest of Funding TRS in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by Capital One FSB on each Addition Date (or or, with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on the New Account Delivery Date) to include any new Additional Accounts, and shall be updated or prior caused to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but be updated by FSB not later than on a quarterly basis semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital OneFSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One FSB to FundingTRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One FSB shall be deemed to have granted, and Capital One FSB does hereby grant, to Funding TRS a security interest, which security interest shall be a first priority perfected security interest in all of Capital OneFSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One FSB hereunder. (e) To the extent that Capital One FSB retains any interest in the Purchased Assets, Capital One FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of Capital OneFSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing AgreementFSB hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Pooling and Servicing Transfer Agreement. The Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges Each Account will continue to be owned by the related Account Owner and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreementis not a Purchased Asset.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One Centurion does hereby sell, transfer, assign, set over and otherwise convey to Funding RFC III (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all InterchangeInsurance Proceeds, Insurance Proceeds Issuer Rate Fees and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding RFC III on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding RFC III on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding RFC III on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding RFC III on the date such Receivables arise. (b) Capital One Centurion shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One Centurion to FundingRFC III, (ii) cause such financing statements and amendments to name Capital OneCenturion, as seller, and FundingRFC III, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding RFC III as soon as is practicable after filing. (c) Capital One Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding RFC III in accordance with this Agreement and have been conveyed by Funding RFC III to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver to Funding RFC III an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One Centurion has taken such action as is necessary or advisable to cause the interest of Funding RFC III in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by Capital One Centurion on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of Capital OneCenturion’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One Centurion to FundingRFC III. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One Centurion shall be deemed to have granted, and Capital One Centurion does hereby grant, to Funding RFC III a first priority perfected security interest in all of Capital OneCenturion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One Centurion hereunder. (e) To the extent that Capital One Centurion retains any interest in the Purchased Assets, Capital One Centurion hereby grants to the Trustee a security interest in all of Capital OneCenturion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One Centurion hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One Centurion hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement. (g) Each Account will continue to be owned by Centurion and is not a Purchased Asset. (h) By executing this Agreement, each of Centurion and RFC III acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the Original Agreement and any of its existing obligations under the Original Agreement shall remain in full force and effect under this Agreement, as amended and restated.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One Centurion does hereby sell, transfer, assign, set over and otherwise convey to Funding TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such AccountsAccount has become a Removed Account), all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS shall have the right to pledge, assign, transfer, sell and exercise full control over all the Purchased Assets, subject to the interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding TRS on the date such Receivables arise. (b) Capital One Centurion shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One Centurion to FundingTRS, (ii) cause such financing statements and amendments to name Capital OneCenturion, as seller, and FundingTRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding TRS as soon as is practicable after filing. (c) Capital One Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding TRS in accordance with this Agreement and have been conveyed by Funding TRS to the Trustee RFC VIII pursuant to the Pooling TRS-RFC VIII Receivables Purchase Agreement and Servicing by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to Funding be delivered to TRS an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occurNew Account Delivery Date) containing a true and complete list of all such Accounts. Capital One Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One Centurion has taken such action as is necessary or advisable to cause the interest of Funding TRS in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by Capital One Centurion on each Addition Date (or or, with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on the New Account Delivery Date) to include any new Additional Accounts, and shall be updated or prior caused to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but be updated by Centurion not later than on a quarterly basis semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital OneCenturion’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One Centurion to FundingTRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One Centurion shall be deemed to have granted, and Capital One Centurion does hereby grant, to Funding TRS a security interest, which security interest shall be a first priority perfected security interest in all of Capital OneCenturion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One Centurion hereunder. (e) To the extent that Capital One Centurion retains any interest in the Purchased Assets, Capital One Centurion hereby grants to the Trust and the Indenture Trustee a security interest in all of Capital OneCenturion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing AgreementCenturion hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Pooling and Servicing Transfer Agreement. The Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges Each Account will continue to be owned by the related Account Owner and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreementis not a Purchased Asset.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One the Seller does hereby sell, transfer, assign, set over and otherwise convey to Dryrock Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the close opening of business on the Initial Cut-Off Closing Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts) and thereafter created and arising from time to time in the Initial Accounts (unless such Initial Account has become a Removed Account), and (ii) the Receivables existing at the close opening of business on the related Additional Cut-Off each applicable Addition Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), ) and in each case thereafter created and arising from time to time in the Additional Accounts (unless such AccountsAdditional Account has become a Removed Account), (iii) all InterchangeCollections, Insurance Proceeds Proceeds, Interchange and Recoveries on or allocable to such Receivables, any Funds Collateral securing such Receivables, (iv) all monies due or to become due and with respect to the foregoing, (v) all amounts received or receivable with respect thereto, to all Collections with respect theretoof the foregoing, and (vi) all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). Each Account and each Removed Account will continue to be owned by the Seller and will not be a Purchased Asset. (b) The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One the Seller and purchased by Dryrock Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One the Seller and purchased by Dryrock Funding on the date such Receivables ariseare recorded in the Seller’s system of records. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One the Seller and purchased by Dryrock Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall will be sold by Capital One the Seller and purchased by Dryrock Funding on the date such Receivables ariseare recorded on the Seller’s system of records. (bc) Capital One The Seller shall (i) record and file, at its own expense, any all financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection and priority of, the Conveyance of such Purchased Assets from Capital One to Dryrock Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) shall deliver a file-stamped copy copies of each such financing statements statement or amendments amendment or other evidence of such filings filing to Dryrock Funding as soon as is practicable on or after filing(i) the Closing Date, in the case of the Purchased Assets relating to the Initial Accounts and, (ii) if such additional filing is necessary, the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (cd) Capital One The Seller shall, at its own expense, (i) on or prior to (xi) the Closing Date, in the case of Initial Accounts, and (yii) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Initial Accounts and such Additional Accounts and the related Purchased Assets have been sold to Dryrock Funding. The Seller shall indicate the sale of Receivables to Dryrock Funding in accordance with this Agreement and have been conveyed its computer files by Funding to (x) including as the Trustee pursuant to first three characters in the Pooling and Servicing Agreement, securitization field of such computer files the code “DRY” and (iiy) on or prior to the Closing Date, including immediately thereafter (A) in the case of the Initial Accounts, Accounts the code “000” and on or prior to the applicable Addition Date, (B) in the case of the Additional Accounts the code “001-900.” With respect to Removed Accounts, deliver on the applicable Removal Date, the Seller shall indicate in the appropriate computer files that Receivables reassigned in connection with such Removed Accounts have been conveyed to Dryrock Funding an Account Schedule (provided that or its designee in accordance with Section 2.12 of the Transfer Agreement by replacing the existing code in the securitization field of such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One computer files with “DRY 901-999.” The Seller shall not alter the indication code referenced in clause (ix) of this paragraph with respect to any Account or any Removed Account during the term of this Agreement unless and until (A) such Account is no longer an or Removed Account becomes a Deleted Account or Capital One (B) the Seller has taken such action as is necessary or advisable to cause the interest of Dryrock Funding in the Purchased Assets to continue to be perfected and of first priority. (e) The Seller shall, at its own expense, on or prior to the Closing Date deliver to Dryrock Funding a RPA Account Schedule, which shall be supplemented and amended by the Seller on or prior to each Addition Date to include any new Additional Accounts. Such RPA Account Schedule shall specify that the Receivables arising in each such Account, and with respect to Removed Accounts the Receivables arising in such account prior to the Stop Date, have been sold to Dryrock Funding. The RPA Account SchedulesSchedule, as supplemented and amended, collectively shall be marked as incorporated into and made a part of this Agreement. The RPA Account Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)the Seller not less frequently than monthly, on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur)beginning August 2012, but not later than on a quarterly basis to include any new Related Accounts. (df) The parties hereto to this Agreement intend that the conveyance of Capital Onethe Seller’s right, title and interest in in, to and to under the Purchased Assets pursuant to this Agreement shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One the Seller to Dryrock Funding. It is the intention of the parties hereto to this Agreement that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto to this Agreement that this Agreement shall constitute a security agreement under applicable law, and that Capital One the Seller shall be deemed to have granted, and Capital One the Seller does hereby grant, to Dryrock Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital OneSeller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the Purchased Assets, and all proceeds thereof, to secure the performance of all of the Seller’s obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCChereunder. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectively, the “"Conveyance”"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof (collectively, the “"Purchased Assets”"). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(iiSubsection (a) (ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s 's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s 's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s 's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One Centurion does hereby sell, transfer, assign, set over and otherwise convey to Funding RFC III (collectively, the “"Conveyance”"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all InterchangeInsurance Proceeds, Insurance Proceeds Issuer Rate Fees and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “including "proceeds” " as defined in the UCC) thereof (collectively, the “"Purchased Assets”"). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding RFC III on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding RFC III on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding RFC III on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding RFC III on the date such Receivables arise. (b) Capital One Centurion shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One Centurion to FundingRFC III, (ii) cause such financing statements and amendments to name Capital OneCenturion, as seller, and FundingRFC III, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding RFC III as soon as is practicable after filing. (c) Capital One Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding RFC III in accordance with this Agreement and have been conveyed by Funding RFC III to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver to Funding RFC III an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One Centurion has taken such action as is necessary or advisable to cause the interest of Funding RFC III in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by Capital One Centurion on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of Capital One’s Centurion's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One Centurion to FundingRFC III. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One Centurion shall be deemed to have granted, and Capital One Centurion does hereby grant, to Funding RFC III a first priority perfected security interest in all of Capital One’s Centurion's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One Centurion hereunder. (e) To the extent that Capital One Centurion retains any interest in the Purchased Assets, Capital One Centurion hereby grants to the Trustee a security interest in all of Capital One’s Centurion's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One Centurion hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One Centurion hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of On the payment of terms and subject to the Purchase Price as provided conditions set forth herein, Capital One does hereby sellPurchaser may, transferat its option (which such option shall be offered before the Company seeks alternative external financing), assignpurchase in one or more transactions from the Company (each, set over and otherwise convey to Funding (collectively, the a “ConveyanceSeries A Purchase”), without recourse except as provided hereinand should Purchaser exercise any such option, all the Company will sell to Purchaser, free and clear of its right, title any Liens (other than restrictions on transfer under (i) federal and interest, whether now owned state securities Laws or hereafter acquired, in, to and under (ii) the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial AccountsInvestor Rights Agreement), and up to 50,000 shares of Series A Preferred Stock at the close a purchase price of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts $1,000 per share (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased AssetsSeries A Preferred Stock Price Per Share”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior aggregate cash amount equal to the Closing Datesum of the Series A Preferred Stock Price Per Share multiplied by the number of shares of Series A Preferred Stock which Purchaser may, and the related Purchased Assetsat its option, purchase hereunder shall be sold by Capital One and purchased by Funding on referred to in this Agreement as the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets “Total Purchase Price”, which such Total Purchase Price shall be sold by Capital One and purchased by Funding on the date such Receivables ariseequal to $50,000,000.00. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior cash amount equal to the related Addition Date, and sum of the related Purchased Assets, Series A Preferred Stock Price per share multiplied by the number of shares of Series A Preferred Stock which Purchaser purchases in each Series A Purchase shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date referred to in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arisethis Agreement, in each instance, as a “Per Transaction Purchase Price”. (b) Capital One Prior to each Series A Purchase, the Company shall deliver to Purchaser a Transaction Analysis (as that term is defined in Exhibit C of the Investment Agreement) to fund a Strategic Transaction. Within three (3) Business Days of receipt of each such Transaction Analysis, Purchaser shall (i) record and file, at its own expense, any financing statements (and amendments with respect to consider such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law Transaction Analysis in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Fundinggood faith, (ii) cause determine, in its sole discretion, whether it shall initiate a Series A Purchase to fund such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets Strategic Transaction and (iii) deliver provide written notice to the Company of its determination (in the event that such written notice is a file-stamped copy determination to initiate a Series A Purchase, such written notice shall be deemed a “Transaction Notice”). Upon receipt of such financing statements or amendments or other evidence of such filings Transaction Notice, the Company shall submit written notice to Funding Purchaser in the form attached hereto as soon as is practicable after filing. Exhibit A (ca “Drawdown Notice”) Capital One shall, at its own expense, specifying (i) on or prior the Per Transaction Purchase Price, which amount Purchaser shall remit to (x) the Closing Date, Company by wire transfer in the case of Initial Accounts, and (y) immediately available funds upon the applicable Addition DateClosing (as defined herein), in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior the number of shares of Series A Preferred Stock to the Closing Date, in the case of Initial Accounts, and on or prior be issued to Purchaser upon the applicable Addition Date, in Closing and (iii) the case of Additional Accounts, deliver account or accounts to Funding an Account Schedule (provided that such Account Schedule which the Per Transaction Purchase Price shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accountsdelivered. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One the Seller does hereby sell, transfer, assign, set over and otherwise convey to Funding the Purchaser (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all InterchangeInsurance Proceeds, Insurance Proceeds Issuer Rate Fees and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One the Seller and purchased by Funding the Purchaser on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One the Seller and purchased by Funding the Purchaser on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One the Seller and purchased by Funding the Purchaser on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One the Seller and purchased by Funding the Purchaser on the date such Receivables arise. (b) Capital One The Seller shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One the Seller to Fundingthe Purchaser, (ii) cause such financing statements and amendments to name Capital Onethe Seller, as seller, and Fundingthe Purchaser, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding the Purchaser as soon as is practicable after filing. (c) Capital One The Seller shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding the Purchaser in accordance with this Agreement and have been conveyed by Funding the Purchaser to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver to Funding the Purchaser an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One The Seller shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One the Seller has taken such action as is necessary or advisable to cause the interest of Funding the Purchaser in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by Capital One the Seller on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of Capital Onethe Seller’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One the Seller to Fundingthe Purchaser. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One the Seller shall be deemed to have granted, and Capital One the Seller does hereby grant, to Funding the Purchaser a first priority perfected security interest in all of Capital Onethe Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One the Seller hereunder. (e) To the extent that Capital One the Seller retains any interest in the Purchased Assets, Capital One the Seller hereby grants to the Trustee a security interest in all of Capital Onethe Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One the Seller hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One The Seller hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement. (g) Each Account will continue to be owned by the Seller and is not a Purchased Asset. (h) By executing this Agreement, each of the Seller and the Purchaser acknowledges and agrees that: (i) on and after the date of this Agreement, all references to the Centurion – RFC III Agreement or the FSB – RFC IV Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement; (ii) all outstanding representations, warranties and covenants made by RFC III under the Centurion – RFC III Agreement and any of RFC III’s existing obligations under the Centurion – RFC III Agreement shall remain outstanding and in full force and effect as representations, warranties, covenants and obligations of RFC III under this Agreement, as amended and restated; (iii) RFC III, as successor by merger to RFC IV, expressly assumes all outstanding representations, warranties and covenants made by RFC IV under the FSB – RFC IV Agreement, and the performance of every obligation of RFC IV with respect thereto, each of which shall remain outstanding and in full force and effect as a representation, warranty, covenant or obligation, as applicable, of RFC III under this Agreement, as amended and restated; (iv) AENB, as successor by conversion to Centurion, expressly assumes all outstanding representations, warranties and covenants made by Centurion under the Centurion – RFC III Agreement, and the performance of every obligation of Centurion with respect thereto, each of which shall remain outstanding and in full force and effect as a representation, warranty, covenant or obligation, as applicable, of AENB under this Agreement, as amended and restated; and (v) AENB, as successor by merger to FSB, expressly assumes all outstanding representations, warranties and covenants made by FSB under the FSB – RFC IV Agreement, and the performance of every obligation of FSB with respect thereto, each of which shall remain outstanding and in full force and effect as a representation, warranty, covenant or obligation, as applicable, of AENB under this Agreement, as amended and restated; (vi) this Agreement does not constitute a novation of (i) any of the obligations arising under or in connection with either of the Original Agreements or (ii) any security interest granted under or in connection with either of the Original Agreements; and (vii) Schedule 1 to each of the Centurion – RFC III Agreement and the FSB – RFC IV Agreement shall be incorporated into and made a part of Schedule 1 to this Agreement.

Purchase. a) Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller (as defined below) the Shares for an aggregate purchase price of $1,250,000 (the “Aggregate Purchase Price”) pursuant to the terms herein. Simultaneous herewith, and as a condition hereto, the parties have entered into an escrow agreement (a form of which is attached hereto as Exhibit A, the “Escrow Agreement”), whereby Loeb & Loeb LLP (the “Escrow Agent”) shall serve as escrow agent to hold the Aggregate Purchase Price and certain ancillary documents as set forth herein and the Escrow Agreement. The Aggregate Purchase Price shall be paid as follows and released in accordance with the terms of the Escrow Agreement: (i) As of the date hereof, (a) In consideration of the payment of Buyer has deposited with the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding Escrow Agent $700,000 (collectively, the “ConveyanceInitial Payment”), without recourse except as provided hereinand (b) the Seller has deposited a stock power relating to 28,000 shares (the “First Stock Power”), all of its righta stock power relating to 8,000 shares (the “Second Stock Power”), title and interesta stock power relating to 8,000 shares (the “Third Stock Power”), whether now owned or hereafter acquired, in, a stock power relating to and under 96,000 shares (the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts“Fourth Stock Power”), and at the close of business on the related Additional Cut-Off Date, a separation agreement in the case of Receivables arising in the Additional Accounts form attached hereto as Exhibit B (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased AssetsSeparation Agreement”). The Receivables existing in Per the terms of the Escrow Agreement, the Escrow Agent shall forward the Initial Accounts at Payment to the close of business on Seller and deliver the Initial Cut-Off Date and thereafter arising in Stock Power to the Initial Accounts on Buyer within 48 hours after the date this Agreement. (ii) On or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on one month anniversary of the date such Receivables arise. The Receivables existing of this Agreement, the Buyer shall have deposited $200,000 (the “Second Payment”) in Additional Accounts at escrow with the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on Escrow Agent. (iii) On or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on two month anniversary of the date such Receivables ariseof this Agreement, the Buyer shall have deposited an additional $200,000 (the “Third Payment”) in escrow with the Escrow Agent. (biv) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on On or prior to the Closing Date, in three month anniversary of the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) date of this paragraph Agreement, the Buyer shall have deposited an additional $150,000 (the “Fourth Payment”) in escrow with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause Escrow Agent. b) In the interest of Funding event that the Buyer does not make the deposits specified in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(iiSections 1.01(i-iv), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable lawbe automatically terminated with no further action required by the Seller. Upon such termination, Seller shall keep the any of the Aggregate Purchase Price he has already received, and that Capital One the Buyer shall be deemed entitled to have grantedkeep all Shares transferred to it pursuant to the Stock Powers delivered to the Buyer, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains Escrow Agent shall immediately return any interest in the Purchased Assets, Capital One hereby grants remaining Stock Powers to the Trustee a security interest Buyer in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under accordance with the Purchased Assets, to secure the performance of all terms of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Escrow Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One FSB does hereby sell, transfer, assign, set over and otherwise convey to Funding RFC IV (collectively, the “"Conveyance”"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all InterchangeInsurance Proceeds, Insurance Proceeds Issuer Rate Fees and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “including "proceeds” " as defined in the UCC) thereof (collectively, the “"Purchased Assets”"). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding RFC IV on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding RFC IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding RFC IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding RFC IV on the date such Receivables arise. (b) Capital One FSB shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One FSB to FundingRFC IV, (ii) cause such financing statements and amendments to name Capital OneFSB, as seller, and FundingRFC IV, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding RFC IV as soon as is practicable after filing. (c) Capital One FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding RFC IV in accordance with this Agreement and have been conveyed by Funding RFC IV to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver to Funding RFC IV an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One FSB has taken such action as is necessary or advisable to cause the interest of Funding RFC IV in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by Capital One FSB on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of Capital One’s FSB's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One FSB to FundingRFC IV. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One FSB shall be deemed to have granted, and Capital One FSB does hereby grant, to Funding RFC IV a first priority perfected security interest in all of Capital One’s FSB's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One FSB hereunder. (e) To the extent that Capital One FSB retains any interest in the Purchased Assets, Capital One FSB hereby grants to the Trustee a security interest in all of Capital One’s FSB's right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing AgreementFSB hereunder. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. The Master Issuer confirms that it has authorized the Underwriters to offer the U.S. Issue 2007-2 Notes on its behalf for subscription at the Issue Price subject to signature of this Agreement. Subject to Clause 3.2(a), the Master Issuer acknowledges and agrees that the Underwriters may offer and sell the U.S. Issue 2007-2 Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the U.S. Issue 2007-2 Notes to or through any Underwriter. Each Underwriter severally and not jointly agrees to purchase and pay for such principal amount of U.S. Issue 2007-2 Notes set out against its name in Schedule I hereto on the Closing Date at the Issue Price on the terms set out in this Agreement. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey If any Underwriter shall default in its obligation to Funding (collectivelypurchase U.S. Issue 2007-2 Notes which it has agreed to purchase hereunder, the “Conveyance”)non-defaulting Underwriters may in their discretion arrange to purchase, without recourse except as provided hereinor for another party or other parties reasonably satisfactory to Abbey to purchase, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business such U.S. Issue 2007-2 Notes on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to terms contained herein. If within 36 hours after such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, default by any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectivelyUnderwriter, the “Purchased Assets”). The Receivables existing in non-defaulting Underwriters do not arrange for the Initial Accounts at the close purchase of business on the Initial Cutsuch U.S. Issue 2007-Off Date and thereafter arising in the Initial Accounts on 2 Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure that another party or prior other parties satisfactory to the Closing Datenon-defaulting Underwriters purchase such U.S. Issue 2007-2 Notes on such terms. In the event that, and within the related Purchased Assetsrespective prescribed periods, the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such U.S. Issue 2007-2 Notes, or Abbey notifies the non-defaulting Underwriters that it has so arranged for the purchase of such U.S. Issue 2007-2 Notes, the non-defaulting Underwriters or Abbey shall be sold by Capital One and purchased by Funding on have the Closing Date. Receivables arising after right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets U.S. Issue 2007-2 Notes. Any substitute purchaser of U.S. Issue 2007-2 Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional CutU.S. Issue 2007-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise2 Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of U.S. Issue 2007-2 Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the U.S. Issue 2007-2 Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the U.S. Issue 2007-2 Notes, then Abbey shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the U.S. Issue 2007-2 Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the U.S. Issue 2007-2 Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the U.S. Issue 2007-2 Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in U.S. Issue 2007-2 Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the U.S. Issue 2007-2 Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the U.S. Issue 2007-2 Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if Abbey shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the U.S. Issue 2007-2 Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed without Back to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under Contents liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned hereby agrees to loan to the Company the principal amount set forth on the Lender's signature page of this Agreement (the "Aggregate Purchase Price"), out of the aggregate amount being loaned by all Lenders of $_____________1 (the "Total Purchase Price"). -------------------- 1 Amount to be inserted at Initial Closing Date (as defined below), not less than $2,000,000 [provided, (ii) The Aggregate Purchase Price shall be payable by the Lender to the Company as follows: (a) In consideration fifty percent (50%) of the payment Aggregate Purchase Price (the "Initial Purchase Price") shall be deposited by the Lender with the Escrow Agent on or before the Initial Closing Date and shall be paid to the Company within two Trading Days after the Company files the Registration Statement, as provided below and in the Joint Escrow Instructions (as those terms are defined below) and (b) fifty percent (50%) of the Aggregate Purchase Price (the "Additional Purchase Price") shall be paid to the Company on the Additional Closing Date (as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey defined below). The applicable portion of the Aggregate Purchase Price paid on the relevant Closing Date (as defined below) is referred to Funding as the "Purchase Price" for such Closing Date. (collectivelyiii) The obligation to repay the loan of the relevant Purchase Price from the Lender shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Lender in such principal amount (the Convertible Debentures issued to the Lender, the “Conveyance”"Debentures"). Each Debenture (i) shall provide for a conversion price (the "Conversion Price"), without recourse except which shall initially be the Fixed Conversion Price (as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accountsdefined below), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created which price may be adjusted from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined provided in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing Debenture or in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing AgreementTransaction Agreements, and (ii) on or prior shall have the terms and conditions of, and be substantially in the form attached hereto as, ANNEX I. The loan to be made by the Lender and the issuance of the Debentures and the Warrants to the Closing Date, Lender are sometimes referred to herein and in the case of Initial Accounts, and on or prior to other Transaction Agreements as the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets the Debentures and not a loanWarrants. (iv) The Purchase Price to be paid by the Lender shall be equal to the face amount of the Debentures being purchased on the relevant Closing Date (as defined below) and shall be payable in United States Dollars. (v) With respect to the Initial Closing Date, including the Company will deliver the relevant Certificates to the Escrow Agent within five (5) Trading Days (as those terms are defined below) after the Escrow Agent notifies the Company that the Escrow Agent has on deposit cleared funds (or equivalents) equal to (x) at least $1,000,000 of the Initial Purchase Price for accounting purposesone or more Lenders and (y) thereafter, any additional Initial Purchase Price. In Such Certificates shall be held in escrow as provided in the eventJoint Escrow Instruction. (vi) With respect to the Additional Closing Date, the Company will deliver the relevant Certificates to the Escrow Agent as provided in Section 6(b) hereof. -------------------------------------------------------------------------------- however, that it were to this amount may be determined less if the Company provides the Escrow Agent with an Additional Financing Notice, as defined in Section 6(c)(v) below, on or before that the transactions evidenced hereby constitute a loan date] and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereundermore than $3,000,000. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration accordance herewith, in order to accommodate the interests of the payment of the Purchase Price as provided hereinUnimark, Capital One does hereby sell▇▇▇▇, transferand FOCIR, assignTHE PURCHASER purchases for FOCIR, set over which, in turn sells each and otherwise convey to Funding (collectively, the “Conveyance”), without recourse except as provided herein, all every of its rightshares representing the equity interest of ▇▇▇▇ duly subscribed and paid for by FOCIR (the "Shares") as set forth below, title for the price of $47,034,000.00 (forty-seven million, thirty-four thousand and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”00/100 pesos). The Receivables existing Shares acquired by the PURCHASER are those represented by the following share certificate: CERTIFICATE SERIES SHARES REPRESENTED AMOUNT ----------- ------ ------------------ ------ 9 B 26,003,444 N/A In connection herewith, FOCIR will deliver to THE PURCHASER the stock titles described in this clause, duly endorsed in blank in its favor, for the purpose of delivering the shares in connection with the purchase. FOCIR and THE PURCHASER expressly agree that the purchase price of the Shares will be paid to FOCIR within a maximum period of seven years, three months, accrued beginning with the signature hereof, made in seven annual partial payments in consecutive installments on the Debt Payment Dates, pursuant to the conditions set forth in the Initial Accounts at Clause Sixth hereof. As a result the close execution of business on this Agreement, FOCIR grants to THE PURCHASER the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold broadest receipt allowable by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) law with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, fulfillment of the Purchased Assets and (iii) deliver a file-stamped copy obligation delivery of such financing statements or amendments or other evidence the purchase price, on the understanding that as of such filings the date hereof THE PURCHASER acknowledges that it owes to Funding as soon as is practicable after filing. (c) Capital One shallFOCIR the amount of Debt, at its own expensesame that amounts to the purchase price. In virtue of the foregoing, (i) on or prior ▇▇▇▇ agrees to (x) register the Closing Date, transfer of Shares referred to in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate this clause in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related AccountsShareholders Registry Book. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One Centurion does hereby sell, transfer, assign, set over and otherwise convey to Funding RFC III (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all InterchangeInsurance Proceeds, Insurance Proceeds Issuer Rate Fees and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding RFC III on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding RFC III on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding RFC III on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding RFC III on the date such Receivables arise. (b) Capital One Centurion shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One Centurion to FundingRFC III, (ii) cause such financing statements and amendments to name Capital OneCenturion, as seller, and FundingRFC III, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding RFC III as soon as is practicable after filing. (c) Capital One Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding RFC III in accordance with this Agreement and have been conveyed by Funding RFC III to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver to Funding RFC III an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One Centurion has taken such action as is necessary or advisable to cause the interest of Funding RFC III in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by Capital One Centurion on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of Capital OneCenturion’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One Centurion to FundingRFC III. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One Centurion shall be deemed to have granted, and Capital One Centurion does hereby grant, to Funding RFC III a first priority perfected security interest in all of Capital OneCenturion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One Centurion hereunder. (e) To the extent that Capital One Centurion retains any interest in the Purchased Assets, Capital One Centurion hereby grants to the Trustee a security interest in all of Capital OneCenturion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One Centurion hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One Centurion hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement. (g) Each Account will continue to be owned by Centurion and is not a Purchased Asset.

Purchase. (a) In consideration The Securitization Company Agent shall offer -------- Interests for sale on each Liquidity Event Date and shall offer to the relevant Liquidity Providers Participation Interests or Ownership Interests for sale on each Liquidity Provider Event Date and Certificate Purchase Event Date by delivery of a notice to that effect (the payment "Notice of Purchase"). Such Notice of Purchase must be given no later than 12:00 noon (New York City time) on the Business Day of such purchase, shall be sent by telecopier, telex or cable to the Liquidity Agent, the Series Representative and all Liquidity Providers concurrently (with a copy to the Rating Agencies), and shall specify (i) the date of such purchase, (ii) whether a Participation Interest or an Ownership Interest is being purchased, (iii) the Certificate Interest to be purchased (if a Participation Interest is being purchased), (iv) the Purchase Price as provided hereinfor such Liquidity Provider payable by such Liquidity Provider on such Purchase Date and (v) the account into which the Purchase Price is to be deposited. On each such Purchase Date for a Liquidity Provider, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectively, the “Conveyance”)such Liquidity Provider shall purchase, without recourse except to CRC other than as provided set forth herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business otherwise on the Initial Cut-Off terms and conditions herein set forth, Participation Interests or Ownership Interests that the Securitization Company Agent, as the agent for CRC, offers for sale. Upon delivery of a Notice of Purchase to any Liquidity Provider on a Purchase Date, prior to 3:45 P.M. (New York City time) on such Purchase Date, each such Liquidity Provider shall pay to the Securitization Company Agent for the account of CRC in immediately available funds in United States dollars, by depositing to the account designated in the case Notice of Receivables arising in Purchase, such Liquidity Provider's Purchase Price. In the Initial Accounts (including Related Accounts with respect event that the Notice of Purchase delivered on a Purchase Date does not contain the Purchase Price, such Liquidity Provider shall nevertheless be obligated to make such Initial Accounts), and at the close purchase as of business on the related Additional Cut-Off such Purchase Date, in but shall remit the case Purchase Price therefore upon notice from the Securitization Company Agent of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arisePurchase Price. (b) Capital One Notwithstanding the foregoing, a Liquidity Provider shall not be obligated to make a purchase under Section 2(a) above if, (i) record and file, at its own expense, any financing statements (and amendments on the date of such purchase an Insolvency Event shall have occurred with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to FundingCRC, (ii) cause after giving effect to such financing statements and amendments to name Capital Onepurchase, as seller, and Funding, as purchaser, of the Purchased Assets and aggregate Purchase Price paid by such Liquidity Provider would exceed such Liquidity Provider's Maximum Liquidity Commitment or (iii) deliver a file-stamped copy to the extent the amount of such financing statements or amendments or purchase is in excess of the Purchase Price for such Liquidity Provider at any time other evidence of such filings to Funding as soon as is practicable after filingthan when any Liquidity Provider owns a Participation Interest therein. (c) Capital One shallEach Liquidity Provider's obligation hereunder shall be several, at its own expense, such that the failure of any Liquidity Provider to make payment pursuant to subsection (ia) on or prior above to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created Securitization Company Agent in connection with such Accounts any purchase hereunder shall not relieve any other Liquidity Provider of its obligation hereunder to make payment pursuant to subsection (a) above for any purchase, and the related Purchased Assets have been sold if any Liquidity Provider shall fail to Funding in accordance with this Agreement and have been conveyed by Funding purchase or make payment pursuant to subsection (a) above for any purchase hereunder, each remaining Liquidity Provider shall (subject to the Trustee pursuant to provisions of subsection (b) above) purchase a pro rata portion of the Pooling and Servicing AgreementParticipation Interest or Ownership Interest, and (ii) on or prior to the Closing Date, in as the case of Initial Accountsmay be, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue was to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated purchased by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accountsdefaulting Liquidity Provider. (d) The parties hereto intend Each Liquidity Provider's Liquidity Commitment shall be irrevocable from the effective date of this Agreement or as set forth in the applicable Assignment, as the case may be, until the earlier of the Purchase Termination Date or the date on which the Liquidity Agent notifies the Liquidity Providers that the conveyance Certificate Purchase Agreement has been terminated and all amounts due in respect of Capital One’s rightthe Invested Amount and Interest have been paid in full notwithstanding (i) any determination that the purchase hereunder or the applicable Assignment is void or invalid or (ii) the failure on the part of CRC or any other party to execute such documents or consent to such purchase. (e) The Securitization Company Agent shall determine whether any date is a Purchase Date, title and interest if a Purchase Date shall occur, the Securitization Company Agent, as agent for CRC, shall sell a Participation Interest in and a Certificate Interest or Ownership Interest in the Certificate, as the case may be, to the Purchased Assets Liquidity Providers in accordance with the provisions of this Agreement. (f) Upon the purchase of an Ownership Interest pursuant to Section 2(a) hereof, the Securitization Company Agent on behalf of CRC shall constitute an absolute salepresent the Certificate to the Trustee for transfer to the Liquidity Providers and the Trustee shall register new Certificates in the names of each applicable Liquidity Provider, conveying good title free and clear reflecting each applicable Liquidity Provider's ownership of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention its Percentage of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposesCertificate. In the eventevent the Trustee is unable to deliver new Certificates on the date of any purchase of an Ownership Interest in accordance with this Agreement, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One then each Liquidity Provider shall be deemed to have granted, and Capital One does hereby grant, purchased a Participation Interest in a Certificate Interest equal to Funding a first priority perfected security interest in all 100% of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, the Certificate which shall convert to and under an Ownership Interest on the Purchased Assets date the Certificates are delivered to secure the obligations of Capital One hereundereach applicable Liquidity Provider. (eg) To Each Liquidity Provider hereby covenants and agrees to remit to the extent that Capital One retains Securitization Company Agent, on behalf of CRC, CRC's pro rata share of any payments of Interest paid to and received by such Liquidity Provider in respect of the Invested Amount for any Interest Period during which CRC was the holder of the interest in the Purchased Assets, Capital One hereby grants to Trust represented by the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all portion of the Invested Amount assigned to such Liquidity Provider. For the purposes of this subsection (i), CRC's pro rata share shall be based upon the number of days during such Interest Period that CRC held the portion of the Invested Amount assigned to such Liquidity Provider. The obligations of Capital One hereunder and each Liquidity Provider under this subsection (i) shall survive the Pooling and Servicing Agreement. With respect termination of this Agreement as to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCCLiquidity Provider. (fh) Capital One hereby acknowledges Notwithstanding the foregoing, nothing contained in this Agreement shall limit or otherwise restrict the right of CRC to assign and agrees to perform its obligations under Section 2.01 transfer the Certificate or any portion of the Pooling and Servicing AgreementInvested Amount to any Person other than a Liquidity Provider at any time other than when any Liquidity Provider owns a Participation Interest therein.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the payment non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, NRPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseDollar Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Dollar Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if NRPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of Ninth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price on the terms set out in this Agreement. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey If any Underwriter shall default in its obligation to Funding (collectivelypurchase Ninth Issuer Notes which it has agreed to purchase hereunder, the “Conveyance”)non-defaulting Underwriters may in their discretion arrange to purchase, without recourse except as provided hereinor for another party or other parties reasonably satisfactory to Abbey to purchase, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business such Ninth Issuer Notes on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to terms contained herein. If within 36 hours after such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, default by any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectivelyUnderwriter, the “Purchased Assets”). The Receivables existing in non-defaulting Underwriters do not arrange for the Initial Accounts at the close purchase of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on such Ninth Issuer Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure another party or prior other parties satisfactory to the Closing Datenon-defaulting Underwriters to purchase such Ninth Issuer Notes on such terms. In the event that, and within the related Purchased Assetsrespective prescribed periods, the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Ninth Issuer Notes, or Abbey notifies the non-defaulting Underwriters that they have so arranged for the purchase of such Ninth Issuer Notes, the non-defaulting Underwriters or Abbey shall be sold by Capital One and purchased by Funding on have the Closing Date. Receivables arising after right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Ninth Issuer Notes. Any substitute purchaser of Ninth Issuer Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseNinth Issuer Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Ninth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Ninth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the Ninth Issuer Notes, then Abbey shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Ninth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Ninth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Ninth Issuer Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Ninth Issuer Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Ninth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Ninth Issuer Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if Abbey shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Ninth Issuer Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One Fleet (RI) does hereby sell, transfer, assign, set over and otherwise convey to Funding FCCF (collectively, the “Conveyance”"CONVEYANCE"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Purchase Date, in the case of Receivables existing and arising in the Existing Accounts, and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), existing and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such the Existing Accounts and the Additional Accounts, all Interchange, Insurance Proceeds Allocated Interchange and Recoveries allocable with respect to such Receivables, any Funds Collateral securing such Receivables, all monies moneys due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof (collectively, thereof. Such property shall constitute the “Purchased Assets”). "PURCHASED ASSETS." The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Initial Purchase Date in the Initial Existing Accounts and the related Purchased Assets shall be and hereby are sold by Capital One Fleet (RI) and purchased by Funding FCCF on the date such Receivables arisearise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter the Receivables arising in such Additional Accounts after the Addition Cut-Off Date and on or prior to before the related Addition Date, Date and the related Purchased Assets, Assets shall be and hereby are sold by Capital One Fleet (RI) and purchased by Funding FCCF on the related Addition DateDate and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are sold by Capital One Fleet (RI) and purchased by Funding FCCF on the date such Receivables arisearise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. (b) Capital One Fleet (RI) shall (i) record and file, at its own expense, any financing statements (and continuation statements and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets 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 Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets to FCCF, and (iii) shall deliver a file-file stamped copy of each such financing statements statement to FCCF on or amendments or other evidence prior to the Initial Purchase Date, in the case of such filings Purchased Assets relating to Funding as soon as the Existing Accounts, and (if any additional filing is practicable after filingso necessary) the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (c) Capital One Fleet (RI) shall, at its own expense, (ia) on or prior to (x) the Closing Dateexecution of this Agreement, in the case of Initial Accounts, and the Existing Accounts or (y) the applicable Addition Date, in the case of Additional Accounts, Accounts indicate in its books and records (including its the appropriate computer files) files that all Receivables created in connection with such the Accounts and the related Purchased Assets have been sold conveyed to Funding in accordance with FCCF pursuant to this Agreement and have been conveyed by Funding FCCF has transferred the Receivables to the Trustee pursuant to the Pooling and Servicing AgreementAgreement by including in such computer files the code "02," "11," "12," "13," "14," "15," "16," "17," "20," "22" or "30" through "80" (or any other code specified in a Supplemental Conveyance) in the PORTF_CD field of such computer files, and (iib) on or prior to at the Closing Date, in the case time of Initial Accounts, execution of this Agreement and on or prior to the applicable each Addition Date, in the case of Additional Accountsas applicable, to deliver to Funding FCCF and the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall Fleet (RI) agrees that it will maintain the Account Schedule as a true and complete list of all Accounts and will supplement or amend the Account Schedule on each Addition Date and periodically, as needed, to remove Deleted Accounts and add Transferred Accounts. Fleet (RI) agrees not to alter the indication codes or field referenced in clause (ia) of above in this paragraph subsection with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One unless and until (i) Fleet (RI) shall give written notice of any such alteration to FCCF, such written notice to be as of the date of its receipt by FCCF incorporated into and made part of this Agreement, and (ii) Fleet (RI) has taken such action as is necessary or advisable to cause the interest of Funding FCCF in the Purchased Assets to continue to be perfected and of first priority. The ; except that Fleet (RI) may, without complying with the foregoing provisions, alter the code of any Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 from "02," "11," "12," "14," "15," "16," "17," "20," "22," or "30" through "80" to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts"13." (d) The parties hereto intend that the conveyance of Capital One’s Fleet (RI)'s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, others from Capital One Fleet (RI) to FundingFCCF. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall for all purposes, including for accounting purposes, constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One Fleet (RI) shall be deemed to have granted, and Capital One Fleet (RI) does hereby grant, to Funding FCCF a first priority perfected security interest in all of Capital One’s Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One Fleet (RI) hereunder. (e) To the extent that Capital One Fleet (RI) retains any interest in the Purchased Assets, Capital One Fleet (RI) hereby grants to the Trustee a security interest in all of Capital One’s Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One Fleet (RI) hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. On the terms and subject to the conditions herein, on the Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company no more than 800,000 shares of Convertible Preferred Stock in the aggregate (athe “Maximum Commitment Amount”) In consideration and no less than 350,000 shares of Convertible Preferred Stock in the aggregate (the “Minimum Commitment Amount”), at a purchase price of $1,000 per share of Convertible Preferred Stock (the “Purchase Price”). Notwithstanding anything to the contrary contained herein, (i) the Company shall not be permitted or obligated to sell, and the Purchaser shall not be permitted or obligated to purchase any shares of Series A-2 Preferred Stock unless, and then only to the extent, (A) the affirmative vote of a majority of the payment votes cast at the Company Stockholder Meeting (at which a quorum is present) would otherwise be required under Section 312.03 of the Purchase Price as provided hereinNYSE Listed Company Manual prior to the issuance of the Purchased Series A-1 Preferred Stock at Closing assuming additional shares of Series A-1 Preferred Stock were issued instead of Series A-2 Preferred Stock, Capital One does hereby selland (B) the Requisite Stockholder Approval has not been obtained prior to the Closing, transferand (ii) no later than fifteen (15) business days prior to Closing Date, assignthe Company shall deliver written notice (the “Additional Call Notice”) to the Purchaser specifying (subject to and in accordance with the terms and conditions of this Section 1.1) the number of shares of Series A-1 Preferred Stock and, set over and otherwise convey to Funding if applicable, Series A-2 Preferred Stock (collectivelysuch specified number of shares, the “Conveyance”), without recourse except as provided herein, all of its right, title Purchased Series A-1 Preferred Stock” and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts)“Purchased Series A-2 Preferred Stock,” respectively, and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased AssetsStock”). The Receivables existing in the Initial Accounts ) to be purchased and sold at the close Closing. Upon delivery of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close Call Notice specifying a number of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements shares of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital OneSeries A-1 Preferred Stock and/or Series A-2 Preferred Stock, as sellerapplicable, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement Agreement, the Company shall be required to sell at least such number and have been conveyed by Funding type of shares of Purchased Stock to the Trustee pursuant to Purchaser at the Pooling and Servicing AgreementClosing, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior subject to the applicable Addition Date, in conditions to Closing. For the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term purposes of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.Series A-1 Certificate:

Purchase. Neither the Issuer nor any of its subsidiaries may at any time purchase Notes in the open market or otherwise at any price, provided, however, that the Issuer and its subsidiaries may: (ai) In consideration of redeem the payment of the Purchase Price Notes as provided herein; (ii) issue options entitling Noteholders to exchange their Notes for equity securities of the Company (“Options”) and acquire Notes in exchange for equity securities of the Company upon the exercise of such Options, Capital One does hereby sellin each case, transferon the terms and conditions set forth in the Option Agreement; (iii) purchase Notes in the open market for cash, assignso long as (x) such Notes are purchased at a price that is less than 100% of the then outstanding principal amount thereof plus the amount of any accrued and unpaid interest thereon, (y) at the time of the purchase, and after giving effect thereto, the Company has an amount of unrestricted cash and/or cash equivalents which when added to any undrawn amounts available for borrowing under any of the Company’s revolving lines of credit equals or exceeds US$100,000,000, and (z) the purchased Notes are immediately retired and cancelled and may not be reissued by the Company; and (iv) if the Company agrees to purchase Notes (the “▇▇▇▇▇▇▇ Notes”) from ▇▇▇▇▇▇▇ (a “Selling ▇▇▇▇▇▇▇ Noteholder”) the Company shall as a further condition (i.e., in addition to the conditions set over forth in clause (iii) above which must also be complied with in connection with any such purchase) to the consummation of any such purchase, offer to each Other Noteholder a tag-along right (“Tag-Along Right”) to sell a pro-rata portion of the Notes held by any such Other Noteholder to the Company, at the same price and otherwise convey on the same terms and conditions as the proposed purchase from the Selling ▇▇▇▇▇▇▇ Noteholder. (A) With respect to Funding any sale to which this Section 5(f)(iv) applies, the Company shall send a written notice (collectivelythe “Tag-Along Notice”) to each of the Other Noteholders (1) specifying the aggregate principal amount of Notes offered for sale by the Selling ▇▇▇▇▇▇▇ Noteholder, the amount of interest accruing, but not including, the anticipated closing date of the sale (“Accrued Interest”), the aggregate purchase price therefor, the anticipated closing date, the total amount of funds determined to be available by the Company for the purchase of the ▇▇▇▇▇▇▇ Notes and any Notes to be sold by the Other Noteholders pursuant to their Tag-Along Right and a summary of the other material terms and conditions of the offer, and (2) offering to purchase a pro-rata portion of their Notes on the same terms and conditions (including price) as the proposed purchase from the Selling ▇▇▇▇▇▇▇ Noteholder. (B) The Other Noteholders shall have a period (such period, the “ConveyanceTag-Along Period”), without recourse except ) of 3 Business Days (or such longer period as provided herein, all may be required by law) after the delivery of its right, title and interest, whether now owned the Tag-Along Notice in which to determine to exercise their Tag-Along Rights. (C) The Tag-Along Right may be exercised in whole or hereafter acquired, in, to and under the Receivables existing in part at the close option of business each of the Other Noteholders. Notice of an Other Noteholder’s intention to exercise its Tag-Along Right, in whole or in part, shall be evidenced in writing (the “Tag-Along Notice of Election”) signed by the Other Noteholder and delivered to the Company prior to the end of the Tag-Along Period, setting forth the aggregate principal amount of Tag-Along Notes that the Other Noteholder elects to sell pursuant to its or his Tag-Along Rights. Once delivered to the Company, the Tag-Along Notice of Election shall be irrevocable by the Other Noteholder. (D) If no Other Noteholder elects to participate by delivering a Tag-Along Notice of Election prior to the end of the Tag-Along Period, the Selling ▇▇▇▇▇▇▇ Noteholder may sell the Notes proposed to be sold by it to the Company, on the Initial Cut-Off Date, terms and conditions set forth in the case Tag-Along Notice. (E) If one or more Other Noteholders elects to participate by delivering a Tag-Along Notice of Receivables arising Election prior to the end of the Tag-Along Period, the Company will notify the Selling ▇▇▇▇▇▇▇ Noteholder and each Other Noteholder who has elected to participate in the Initial Accounts sale of the following: (including Related Accounts with respect to such Initial Accounts), i) the aggregate principal amount of Notes (plus Accrued Interest) owned by the Selling ▇▇▇▇▇▇▇ Noteholder and at each exercising Other Noteholder that will be purchased by the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts)Company, and in the event the aggregate principal amount of Notes (plus Accrued Interest) offered by the Selling ▇▇▇▇▇▇▇ Noteholder and each case thereafter created from time exercising Other Noteholder exceeds the total amount of funds available to time in the Company for such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectivelypurchase, the “Purchased Assets”). The Receivables existing in pro-rata portion of Notes that the Initial Accounts at Company will purchase from the close of business on Selling ▇▇▇▇▇▇▇ Noteholder and each exercising Other Noteholder along with the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, calculation of the Purchased Assets Selling ▇▇▇▇▇▇▇ Noteholder’s and (iii) deliver a fileeach exercising Other Noteholder’s pro-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding rata portion calculated in accordance with formula set forth in the ultimate sentence of this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, subsection (E) and (ii) on the closing date of the sale, which shall be no later than 5 Business Days after the date of the notice. The aggregate principal amount of Notes (plus Accrued Interest) to be purchased by the Company shall be determined by multiplying the aggregate principal amount of Notes (plus Accrued Interest) proposed to be sold by the Selling ▇▇▇▇▇▇▇ Noteholder or prior each Other Noteholders who delivered a Tag Along Notice of Election, as applicable, by a fraction, the numerator of which is equal to the Closing Date, in aggregate principal amount of Notes (plus Accrued Interest) the case Company is willing to purchase and the denominator of Initial Accounts, and on or prior which is equal to the applicable Addition Date, in aggregate principal amount of Notes (plus Accrued Interest) proposed to be sold by the case Selling ▇▇▇▇▇▇▇ Noteholder and by the Other Noteholders who delivered Tag Along Notices of Additional Accounts, deliver Election. (F) All purchases of Notes by the Company pursuant to Funding an Account Schedule (provided that such Account Schedule this Section 5(f)(iv) shall be provided in respect consummated contemporaneously at the offices of Additional Accounts designated pursuant the Company. The delivery of the Note Certificates evidencing such Notes, along with duly executed Transfer Certificates, shall be made on such date against payment of the purchase price for such Notes. If a Noteholder chooses to Subsection 2.02(a)(ii) on or prior to exercise the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph Tag-Along Right with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later less than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under Notes represented by a Note Certificate, a new Note Certificate for the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all balance of the rights that it has under unsold Notes will be issued and registered in the Pooling and Servicing Agreementname of such Noteholder.” 4. The Trustee shall also have all Section 11(d) of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges Terms and agrees to perform Conditions is amended and restated in its obligations under Section 2.01 of the Pooling and Servicing Agreement.entirety as follows:

Purchase. (a) In consideration of On the payment of Closing Date, subject to the Purchase Price as provided hereinterms and conditions hereof, Capital One does each Purchaser hereby sellagrees to purchase from Breitburn, transfer, assign, set over and otherwise convey Breitburn hereby agrees to Funding (collectivelyissue and sell to each Purchaser, the number of Series B Preferred Units set forth opposite each Purchaser’s name on Schedule A for a cash purchase price of $7.50 (the “ConveyancePurchase Price”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof per Series B Preferred Unit (collectively, the “Purchased AssetsUnits”). The Receivables existing in the Initial Accounts at the close obligations of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, each Purchaser under any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as Basic Document are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets several and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure joint with the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest other Purchaser, and no Purchaser shall be responsible in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure any way for the performance of all of the obligations of Capital One hereunder and any other Purchaser under any Basic Document, provided that, notwithstanding the Pooling and Servicing Agreement. With respect foregoing or anything else to such security interest and such collateralthe contrary provided herein, in the Trustee event that the Guggenheim Purchasers fail, for any reason, to comply with their obligations to consummate the Closing at the time at which they are obligated to consummate the Closing pursuant to Section 2.02, Anchorage shall have purchase all of the rights Series B Preferred Units required to be purchased by the Guggenheim Purchasers hereunder, provided further, that, notwithstanding anything else contained herein, if the Guggenheim Purchasers, or a Person that it has is administered, advised or managed by Guggenheim Management, do not purchase, in the aggregate, all of the 2020 Notes required to be purchased by them under the Pooling and Servicing Notes Purchase Agreement, the closing of which is to occur simultaneously with the Closing, the Guggenheim Purchasers shall not be entitled to purchase any Series B Preferred Units pursuant to this Agreement. The Trustee shall also have all failure or waiver of performance under any Basic Document of any Purchaser by Breitburn does not excuse performance by any other Purchaser and the rights waiver of a secured creditor under the UCCperformance of Breitburn by any Purchaser does not excuse performance by Breitburn with respect to each other Purchaser. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the payment non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so ------------------------------------------------------------------------------ 8 ------------------------------------------------------------------------------ arranged for the purchase of such Dollar Notes, or NRPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, NRPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseDollar Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Dollar Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if NRPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of Ninth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price on the terms set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Ninth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to Abbey to purchase, such Ninth Issuer Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Ninth Issuer Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Ninth Issuer Notes on such terms. In consideration the event that, within the respective prescribed periods, the Underwriters on behalf of the payment non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such Ninth Issuer Notes, or Abbey notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that they have so arranged for the purchase of such Ninth Issuer Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, Abbey shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Ninth Issuer Notes. Any substitute purchaser of Ninth Issuer Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseNinth Issuer Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Ninth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Ninth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the Ninth Issuer Notes, then Abbey shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Ninth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Ninth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Ninth Issuer Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Ninth Issuer Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Ninth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Ninth Issuer Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if Abbey shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Ninth Issuer Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (ai) In consideration Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to loan to the Company the principal amount set forth on the Buyer's signature page of this Agreement (the "Total Purchase Price"),(1) out of the payment aggregate amount being loaned by all Buyers of $10,000,000(the "Aggregate Purchase Price"). (ii) The Total Purchase Price shall be paid by the Buyer as follows: (x) one hundred percent (100%) of the Total Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business "Initial Purchase Price") shall be paid on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts Closing Date (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCCbelow) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Datebalance of the Total Purchase Price (the "Additional Purchase Price") shall be paid on the (1) The minimum Total Purchase Price per Buyer named on a signature page is $100,000, unless the Company, in the case of Additional Accountsits sole and absolute discretion, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with waives this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph minimum with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accountsspecific Buyer. (d3) The parties hereto intend that applicable portion of the conveyance Total Purchase Price payable on or in connection with the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. Payments for each Closing Date shall be made as provided in Section 1(c) hereof. The aggregate Initial Purchase Price of Capital One’s right, title and interest in and all Buyers is referred to as the "Aggregate Initial Purchase Price." The aggregate Additional Purchase Price of all Buyers is referred to as the "Aggregate Additional Purchase Price." (iii) The obligation to repay the loan from the Buyer shall be evidenced by the Company's issuance of one or more Convertible Debentures to the Purchased Assets Buyer in such principal amount (the Convertible Debentures issued to the Buyer, the "Debentures"). Each Debenture (i) shall constitute an absolute saleprovide for a Conversion Price (as defined below), conveying good title free which price may be adjusted from time to as provided in the Debenture, (ii) shall have the terms and clear of any liensconditions of, claimsand be substantially in the form attached hereto as, encumbrances or rights of othersAnnex I, from Capital One and (iii) shall be secured pursuant to Funding. It is the intention terms of the parties Security Interest Agreement substantially in the form annexed hereto that as Annex VIII (the arrangements with "Security Interest Agreement"). (iv) With respect to each Closing Date, the Company will deliver the relevant Certificates (as defined below) to the Escrow Agent as provided in Section 1(c) hereof. (v) The loan to be made by the Buyer and the issuance of the Debentures and the Warrants (collectively, the "Purchased Assets shall constitute a Securities") to the Buyer are sometimes referred to herein and in the other Transaction Agreements as the purchase and sale of such Purchased Assets the Debentures and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderWarrants. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration Subject to the terms and conditions of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelythis Agreement, the “Conveyance”Seller agrees to sell and transfer the Securities to the Buyer, and the Buyer agrees to purchase the Securities from the Seller, for cash in an amount, equal to all accrued and unpaid interest on such Securities through (but not including) the Closing Date (as hereinafter defined), without recourse except as provided hereinthat if the Closing Date is also an Interest Payment Date, all of its right, title and interest, whether now owned or hereafter acquired, in, then interest on the Securities payable on such Interest Payment Date will instead be payable to and under the Receivables existing holder in whose name the Securities are registered at the close of business on January 1, 2013, plus an amount equal to 59.75% of the Initial Cut-Off Dateoriginal principal amount of such Securities (the “Purchase Price”). Notwithstanding the foregoing, in if the case Buyer enters into other separately negotiated Notes Repurchase Agreements or other arrangements since June 30, 2012 for its 8.50% Convertible Senior Notes due 2026 prior to the Closing, (a) Buyer will promptly disclose to the Seller the material terms of Receivables arising in all such agreements or arrangements (including, but not limited to, purchase price) and (b) the Initial Accounts (including Related Accounts Purchase Price shall be increase to the highest purchase price for all 8.50% Convertible Senior Notes repurchased under such other agreements or arrangements. Payments will be made via the DTC system. Subject to the terms and conditions of this Agreement and effective upon payment for the Securities, the Seller waives any and all rights with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds Securities (including, without limitation, “proceeds” as defined any existing or past defaults and the consequences thereof in respect of the Securities and the indenture under which the Securities were issued), and releases and discharges the Buyer from any and all claims (other than claims under this Agreement) that the Seller may have now, or may have in the UCC) thereof (collectivelyfuture, arising out of, or related to, the “Purchased Assets”). The Receivables existing in Securities (including, without limitation, any claims that the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall Seller is entitled (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) receive additional principal or interest payments with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to FundingSecurities, (ii) cause such financing statements and amendments to name Capital Oneconvert the Securities into cash, as seller, and Funding, as purchaser, shares of common stock of the Purchased Assets and Buyer, or both, or (iii) deliver a file-stamped copy to participate in any redemption or defeasance of such financing statements the Securities or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect entitled to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and benefits under the Purchased Assets to secure indenture under which the obligations of Capital One hereunderSecurities were issued). (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default on its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the payment non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, NRPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseDollar Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing.liability for its default. ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Dollar Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if NRPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One the Seller does hereby sell, transfer, assign, set over and otherwise convey to Funding TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such AccountsAccount has become a Removed Account), all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS shall have the right to pledge, assign, transfer, sell and exercise full control over all the Purchased Assets, subject to the interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One the Seller and purchased by Funding TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One the Seller and purchased by Funding TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One the Seller and purchased by Funding TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One the Seller and purchased by Funding TRS on the date such Receivables arise. (b) Capital One The Seller shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One the Seller to FundingTRS, (ii) cause such financing statements and amendments to name Capital Onethe Seller, as seller, and FundingTRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.and

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of Sixth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price all on the terms set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Sixth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Sixth Issuer Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Sixth Issuer Notes, then ANPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Sixth Issuer Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Managers on behalf of the payment non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Sixth Issuer Notes, or ANPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that they have so arranged for the purchase of such Sixth Issuer Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, ANPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Sixth Issuer Notes. Any substitute purchaser of Sixth Issuer Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseSixth Issuer Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Sixth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in CLAUSE 3.1(A) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Sixth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the Sixth Issuer Notes, then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Sixth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Sixth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Sixth Issuer Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Sixth Issuer Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect CLAUSE 3.1 (A) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Sixth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Sixth Issuer Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if ANPLC shall not alter exercise the indication referenced right described in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts.CLAUSE 3.1 (dB) The parties hereto intend that above to require non-defaulting Underwriters to purchase the conveyance Sixth Issuer Notes of Capital One’s righta defaulting Underwriter, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) Subject to the terms and conditions of this Agreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company a Secured Convertible Promissory Note in the principal amount of $340,000.00 substantially in the form attached hereto as ANNEX II (the “Note”). The Note shall also be secured by a Security Agreement substantially in the form attached hereto as ANNEX III executed by the Company and listing all of the Buyer Deed of Trust Notes as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase price on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”), and (ii) issue to the Company the Buyer Deed of Trust Notes (the sum of the payment principal amount of the Buyer Deed of Trust Notes, together with the Initial Cash Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelyPrice, the “ConveyancePurchase Price”), without recourse except as provided herein, all . All of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at Buyer Deed of Trust Notes shall be secured no later than five (5) Trading Days after the close Closing Date by a Deed of business on the Initial Cut-Off Date, Trust substantially in the case of Receivables arising in form attached hereto as ANNEX IV, as the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created same may be amended from time to time (the “Deed of Trust”), subject to Section 2.1(d). The Initial Cash Purchase Price shall be paid to the Company in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable accordance with the Wire Instructions. The Purchase Price is allocated to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds the Tranches (including, without limitation, “proceeds” as defined in the UCCNote) thereof (collectively, of the “Purchased Assets”). The Receivables existing Note and to the Warrant as set forth in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise.table attached hereto as ANNEX V. (b) Capital One shall In consideration for the Purchase Price, the Company shall, at the Closing (defined below): (i) record execute and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect deliver to the Purchased Assets meeting Buyer the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, Security Agreement; (ii) cause such financing statements execute and amendments deliver to name Capital One, the Buyer that certain Warrant to Purchase Shares of Common Stock substantially in the form attached hereto as seller, and Funding, as purchaser, of ANNEX VI (the Purchased Assets and “Warrant”); (iii) execute and deliver to the Buyer a file-stamped copy Judgment by Confession substantially in the form attached hereto as ANNEX VII (the “Confession”); (iv) execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of such financing statements or amendments or other evidence instructions to transfer agent substantially in the form attached hereto as ANNEX VIII (the “Transfer Agent Letter”); (v) cause to be executed and delivered to the Buyer a fully executed secretary’s certificate and written consent of such filings directors evidencing the Company’s approval of the Transaction Documents substantially in the forms attached hereto as ANNEX IX (together, the “Secretary’s Certificate”); (vi) cause to Funding be executed and delivered to the Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as soon ANNEX X (the “Share Issuance Resolution”); (vii) execute and deliver to the Buyer a Request for Full Reconveyance (the “Request”) substantially in the form attached hereto as is practicable after filingANNEX XI. The Request shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as ANNEX XII (the “Escrow Agreement”). (c) Capital One shallAt the Closing, at its own expense, the Buyer shall deliver the Purchase Price to the Company by delivering the following: (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and Cash Purchase Price; (ii) on or prior to the Closing Date, Buyer Deed of Trust Note #1 in the case principal amount of Initial Accounts$100,000.00 duly executed and substantially in the form attached hereto as ANNEX XIII (“Buyer Deed of Trust Note #1”); and (iii) the Buyer Deed of Trust Note #2 in the principal amount of $100,000.00 duly executed and substantially in the form attached hereto as ANNEX XIV (“Buyer Deed of Trust Note #2”, and on or prior to together with Buyer Deed of Trust Note #1, the applicable Addition Date, in the case “Buyer Deed of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(iiTrust Notes”), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend Buyer shall further execute and cause to be recorded the Deed of Trust in the official records of ▇▇▇▇▇▇▇▇▇▇ County, Tennessee. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Buyer may, in the Buyer’s sole discretion, add additional collateral to the collateral covered by the Deed of Trust (the “Collateral”), and may substitute collateral as the Buyer deems fit, provided that the conveyance fair market value of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear substituted Collateral may not be less than the aggregate principal balance of the Buyer Deed of Trust Notes as of the date of any lienssuch substitution. In the event of a substitution of collateral, claimsthe Buyer shall timely execute any and all documents necessary or advisable in order to properly grant a first priority security interest upon the substitute collateral in favor of the Company, encumbrances and the Company shall take such other measures as are necessary or rights advisable in order to accomplish the intent of othersthe Transaction Documents, including without limitation, execution of a request to release a lien against the original Collateral within five (5) Trading Days after written request from Capital One to FundingBuyer. It is the intention The intent of the parties hereto is that the arrangements with respect fair market value of the Collateral will be equal to the Purchased Assets shall constitute a purchase and sale outstanding balances of such Purchased Assets and not a loanthe Buyer Deed of Trust Notes. To the extent the fair market value of the Collateral is less than the total outstanding balance of all the Buyer Deed of Trust Notes, including for accounting purposesthen the Collateral will be deemed to only secure those Buyer Deed of Trust Notes with an aggregate outstanding balance that is less than or equal to the fair market value of the Collateral, applied in numerical order of the Buyer Deed of Trust Notes. In By way of example only, if the event, however, that it were fair market value of the Collateral is determined by appraisal to be determined that $100,000, then the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention Collateral will be deemed to secure only Buyer Deed of the parties hereto that this Agreement shall constitute a security agreement under applicable lawTrust Note #1, and that Capital One Buyer Deed of Trust Note #2 shall be deemed to have grantedunsecured. If the Collateral is subsequently appraised for $200,000, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under then the Purchased Assets Collateral will automatically be deemed to secure the obligations Buyer Deed of Capital One hereunderTrust Notes #1 and #2 ($100,000 x 2 = $200,000). (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided hereinI hereby agree to tender to ▇▇▇▇▇▇ Securities, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding Inc. (collectively, the “ConveyanceEscrow Agent”), without recourse except by check or wire transfer of immediately available funds (to a bank account and related wire instructions to be provided to me on my request) made payable to “▇▇▇▇▇▇ Securities, Inc., as provided hereinAgent for the Investors in Unifoil Holdings, all Inc.” for the principal amount of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business Note indicated on the Initial Cutsignature page hereto, an executed copy of this Subscription Agreement, an executed copy of the Investor Rights and Lock-Off DateUp Agreement and an executed copy of my Investor Representation and Suitability Questionnaire attached as Exhibit A hereto. Funds will be held in escrow, as set forth in more detail below (the case of Receivables arising in “Escrow Account”), pending the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseClosing. (b) Capital One shall The Offering is for up to $2,500,000 principal amount of Notes (ithe “Maximum Offering Amount”). All subscriptions to purchase Notes will be held in a noninterest-bearing escrow account (the “Escrow Account”) record and file, at its own expense, any financing statements (and amendments with respect to maintained by the Escrow Agent. The subscriptions will remain in the Escrow Account until the Company has accepted such financing statements when applicable) with respect subscriptions. There is no minimum dollar principal amount of Notes that must be sold prior to the Purchased Assets meeting “Expiration Date” described below in order to complete the requirements of applicable state law in such manner Offering and in such jurisdictions as are necessary at each Closing described below all escrowed proceeds from accepted subscriptions, less commissions and expenses payable to perfectBoustead, and maintain perfection of, shall be remitted to the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingCompany. (c) Capital One shall, at its own expenseThis Offering will continue until the earlier of (a) the sale Notes for the Maximum Offering Amount, (ib) November 30, 2022, or such extension date agreed to, in their sole discretion, by the Company and Boustead through December 31, 2022 (the “Expiration Date”). Upon the earlier of a Closing (defined below) on my subscription or prior completion of the Offering, I will be notified promptly by the Company as to (x) whether my subscription has been accepted by the Closing DateCompany. If my subscription has been accepted, the Company will promptly deliver to me a duly executed Note in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding principal amount equal to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case dollar amount of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accountsmy subscription. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration The Licensor may at all times seek a Purchaser for any or all of the payment Intellectual Property Rights held by the Licensor from time to time. On the reasonable request of the Purchase Price Licensor, Alpharma shall permit the Licensor or its agent or representative to use any Registration Dossier originated pursuant to the Technology Licence and Option Agreement (and such other information as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey may be supplied by Alpharma to Funding (collectively, the “Conveyance”Licensor from time to time), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case Licensor's search for a Purchaser. If during the Licence Period a Purchaser is found and offers to purchase any or all of Receivables arising the Intellectual Property Rights (which includes the Know-How, the Licensed Patents and the Trade ▇▇▇▇ licensed hereunder in the Initial Accounts Territory) for a price that will enable Alpharma to receive ****, then Alpharma shall be obliged and hereby undertakes to accept the Purchaser's offer and consent to the part of the Intellectual Property Rights licensed to Alpharma being included in such sale. If a Purchaser requires a sale of any of the Business Assets as part of a sale of the Intellectual Property Rights pursuant to Clause 9.3, then, provided Alpharma is able to receive pursuant to such Clause ****, Alpharma shall be obliged, and hereby undertakes (without entitlement to any additional payment or further consideration) to sell (or procure the sale of) such Business Assets to the Purchaser with full title guarantee, free from all encumbrances, and with all relevant third party consents, with a view to the Purchaser carrying on the Business as a going concern in succession to Alpharma. Alpharma acknowledges and agrees that in the event of such sale it shall not seek, claim or otherwise be entitled to recover any additional payment as further consideration for such sale otherwise than as provided under Clauses 9.3 and 9.5. Alpharma further agrees and undertakes that it will not during the Licence Period sell, transfer or otherwise dispose of any of the Business Assets (except for inventory sold in the ordinary course of business, raw material converted into inventory and other Business Assets reaching the end of their normal commercial life or contractual assets, such as leased property, reaching the end of their contractual term) otherwise than with the consent of the Licensor such consent not to be unreasonably withheld. Any sale of Intellectual Property Rights (including Related Accounts with respect Third Party Licences) shall be subject to the receipt of all relevant third party consents without payment by Alpharma to said third party(ies) for such Initial Accounts)consents. If a Purchaser is found within the Licence Period, and at such Purchaser agrees in principle to purchase any or all of the close of business Intellectual Property Rights (which include the Know-How, the Licensed Patents and the Trade ▇▇▇▇ licensed hereunder in the Territory) and, if applicable, the Business Assets pursuant to Clause 9.4, Alpharma and the Licensor agree that they will acting reasonably and in good faith fully cooperate with each other to reach agreement with the Purchaser on the related Additional Cut-Off Dateterms of the purchase agreement, including the giving of such representations, warranties, indemnities and undertakings to the Purchaser as are usual and reasonable in such transactions; and on completion of the sale to the Purchaser: the licences granted in Clause 3 shall immediately terminate; the total consideration paid at or after completion of the sale will be divided between Alpharma and the Licensor on the following basis: Alpharma: ****; and the Licensor: all amounts not payable to Alpharma under Clause 9.5.2.1; preference shall be given to a cash Purchaser but, if extended terms are granted, the Purchaser shall (i) have an A credit rating or better or (ii) provide a bank guarantee for each extended payment and (iii) unless otherwise agreed to by the Licensor and Alpharma be granted extended terms no greater than **** from the date of closing of the purchase agreement; should the Purchaser propose an arrangement other than that envisaged in Clause 9.5.3 but acceptable to the Licensor and Alpharma, then the Licensor and Alpharma shall, acting reasonably and in good faith, enter into negotiations to divide such consideration in a manner reasonably calculated to attain the split described in Clause 9.5.2; they will each bear their own costs in the preparation, negotiation and completion of such agreement; and Alpharma shall continue to be fully responsible for those liabilities of the Business remaining with Alpharma after such sale. The **** at date of completion of any sale to a Purchaser as the case may be, shall be determined and certified by PriceWaterhouse Coopers (or such other independent firm as the Parties may determine) adopting those accounting principles previously used by Alpharma in its audited financial statements and having first carried out a physical inspection of the Business Assets. Such firm shall act as an expert, not as an arbitrator, and its findings shall, in the case absence of Receivables arising manifest error, be final and binding on the Parties. The determination and certification to be carried out pursuant to this Clause 9.6 shall be conducted at the equal expense of Alpharma and the Licensor. If there is no Purchaser found during the Licence Period, then the Extended Licence Period shall commence and: the licences granted to Alpharma under Clause 3.1 shall, subject to Clause 9.7.2 and 9.7.3, become fully paid up at no further cost to Alpharma; Alpharma shall forthwith reimburse the Licensor on demand for all external costs associated with the prosecution and maintenance of the Licensed Patents upon submission of valid invoices in relation thereto to Alpharma; the Licensor shall at any time in its sole discretion have the option of assigning all rights in all the Licensed Patents, Trade ▇▇▇▇ and Know-How in the Additional Accounts Territory to Alpharma, which assignment shall be at no further cost to Alpharma other than reimbursement to the Licensor (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, promptly upon demand) of all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds reasonable external costs (including, without limitation, “proceeds” as defined legal costs and costs payable to the Patent and Trademark Offices in the UCCcountries comprising the Territory) incurred by the Licensor to effect such transfer. Alpharma shall indemnify the Licensor against any loss, damages. liabilities, costs, claims or expenses which the Licensor may suffer or incur as a result of any failure by Alpharma to comply with its obligations under this Clause 9. Each Party undertakes that it shall keep secret and confidential all Confidential Information communicated to it by any of the others and shall not use or disclose the same or any part thereof (collectivelyto any person whatsoever except as provided in this Clause 10. Each Party may disclose Confidential Information to those of its key directors, employees or consultants on a need to know basis who are directly concerned with the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements Licensed Product (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accountsthe Licensor to any potential Purchaser), provided that, before any such disclosure, it shall ensure that each of the relevant persons: is made aware of the confidential nature of the Confidential Information; acknowledges in writing that he or she owes a duty of confidence to the Party which originally disclosed the Confidential Information; enters into a confidentiality undertaking in such form as the Party whose Confidential Information is being disclosed may reasonably specify, and (y) complies with the applicable Addition Dateobligations set out in that confidentiality undertaking. Each Party may also disclose Confidential Information to: its auditors, in and financial and legal advisers and any other persons having a legal right or duty to know the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created Confidential Information in connection with such Accounts the business of the Party; to any Regulatory Authority as required to file and the related Purchased Assets have been sold prosecute to Funding grant a Product Licence in that country; and where ordered by a court of competition jurisdiction to do so or in accordance with the rules from time to time in force of any applicable recognised investment exchange (as defined by the Financial Services Act 1986) or there is any other statutory obligation to do so, provided always that, where practicable (and, in any event excluding disclosures pursuant to Clause 10.3.3), the Party required to make such disclosure shall notify the Party who owns the Confidential Information, identifying the Information in question and giving the latter Party adequate time to make representations about the required disclosure to any relevant bodies. The Party required to make such disclosure shall further use its reasonable endeavours to ensure that any such persons to whom the Confidential Information is required to be disclosed under this Agreement Clause 10.3 hold it in confidence in accordance with the terms of this Agreement. Each Party may disclose Confidential Information to a sublicensee properly appointed in accordance with the Agreement, provided that before any such disclosure the disclosing Party shall have entered into a confidentiality undertaking with its sublicensee on terms no less onerous than the provisions of this Clause 10. Each Party shall take all reasonable steps to minimise the risk of disclosure of Confidential Information and a breach of Clause 10 including, but not limited to: ensuring that only persons whose duties require them to possess Confidential Information have been conveyed access to it; and by Funding effecting and maintaining adequate security measures to safeguard the Confidential Information from unauthorised access, use and misappropriation, including, but not limited to, providing proper and secure storage for papers, drawings and other material within the Confidential Information and forbidding unauthorised persons access to the Trustee pursuant place or places where these are stored. Each Party undertakes to notify the relevant other Party promptly of any unauthorised use, copying or disclosure of any Confidential Information belonging to that Party of which it becomes aware and to provide all reasonable assistance to the Pooling and Servicing Agreementlatter Party to terminate such unauthorised use and/or disclosure. In the event that the obligation of confidentiality imposed by the Agreement is breached by any Party either wilfully or negligently or carelessly, and (ii) on or prior then the Party at fault shall be responsible to the Closing Date, in injured Party for all the case of Initial Accounts, damages arising from the breach and on or prior communication to the applicable Addition Datethird party of the Confidential Information excluding indirect, in the case consequential damages and loss of Additional Accountsprofits, deliver to Funding an Account Schedule (provided that such Account Schedule injured Party shall nevertheless be obliged to mitigate its loss in such circumstances. The provisions of this Clause 10 shall not apply to any Confidential Information which: is or comes into the public domain through no fault of the receiving Party, its employees agents or sub-contractors; or is lawfully disclosed to the receiving Party by a third party rightfully in possession of it; or is independently developed by the receiving Party without access to or knowledge or use of the Confidential Information. The Parties further agree to treat the terms of this Agreement as confidential and no Party may disclose such terms to any third party (except to those persons listed in Clauses 10.2 and 10.3 and only in accordance with the terms of those Clauses) without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed, except that Alpharma shall be provided entitled to disclose the existence of the Agreement and its material terms to such persons in respect connection with its obligations as a listed public company and the making of Additional Accounts designated appropriate filings with the Securities and Exchange Commission and the New York Stock Exchange as may be recommended by its chief legal officer. The provisions of this Clause 10 shall remain in force without limit in time and notwithstanding termination of this Agreement howsoever occurring. Subject to Clause 9.6.2, upon an assignment pursuant to Subsection 2.02(a)(ii) on or prior Clause 9.6.3, the Licensor undertakes at Alpharma's cost and expense to apply to record the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list change of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph ownership with respect to any Account during those of the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or Licensed Patents which it acquired prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts31st December 2003. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. The Master Issuer confirms that it has authorized the Underwriters to offer the U.S. Issue 2007-1 Notes on its behalf for subscription at the Issue Price subject to signature of this Agreement. Subject to Clause 3.2(a), the Master Issuer acknowledges and agrees that the Underwriters may offer and sell the U.S. Issue 2007-1 Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the U.S. Issue 2007-1 Notes to or through any Underwriter. Each Underwriter severally and not jointly agrees to purchase and pay for such principal amount of U.S. Issue 2007-1 Notes set out against its name in Schedule I hereto on the Closing Date at the Issue Price on the terms set out in this Agreement. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey If any Underwriter shall default in its obligation to Funding (collectivelypurchase U.S. Issue 2007-1 Notes which it has agreed to purchase hereunder, the “Conveyance”)non-defaulting Underwriters may in their discretion arrange to purchase, without recourse except as provided hereinor for another party or other parties reasonably satisfactory to Abbey to purchase, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business such U.S. Issue 2007-1 Notes on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to terms contained herein. If within 36 hours after such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, default by any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectivelyUnderwriter, the “Purchased Assets”). The Receivables existing in non-defaulting Underwriters do not arrange for the Initial Accounts at the close purchase of business on the Initial Cutsuch U.S. Issue 2007-Off Date and thereafter arising in the Initial Accounts on 1 Notes, then Abbey shall be entitled to a further period of 36 hours within which to procure that another party or prior other parties satisfactory to the Closing Datenon- defaulting Underwriters purchase such U.S. Issue 2007-1 Notes on such terms. In the event that, and within the related Purchased Assetsrespective prescribed periods, the non-defaulting Underwriters notify Abbey that the non-defaulting Underwriters have so arranged for the purchase of such U.S. Issue 2007-1 Notes, or Abbey notifies the non-defaulting Underwriters that it has so arranged for the purchase of such U.S. Issue 2007-1 Notes, the non-defaulting Underwriters or Abbey shall be sold by Capital One and purchased by Funding on have the Closing Date. Receivables arising after right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets U.S. Issue 2007-1 Notes. Any substitute purchaser of U.S. Issue 2007-1 Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional CutU.S. Issue 2007-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise1 Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of U.S. Issue 2007-1 Notes of a defaulting Underwriter by the non- defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the U.S. Issue 2007-1 Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the U.S. Issue 2007-1 Notes, then Abbey shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the U.S. Issue 2007-1 Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the U.S. Issue 2007-1 Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the U.S. Issue 2007-1 Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in U.S. Issue 2007-1 Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(b), the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the U.S. Issue 2007-1 Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the U.S. Issue 2007-1 Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if Abbey shall not alter exercise the indication referenced right described in clause (i) Clause to require non-defaulting Underwriters to purchase the U.S. Issue 2007-1 Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration RPA Seller agrees to contribute, and does -------- hereby contribute to Buyer, and Buyer agrees to accept, and does hereby accept, from RPA Seller on the RPA Closing Date, all of the payment Existing Assets. The contribution and sales of the Purchase Price as provided hereinExisting Assets from RPA Seller to Buyer are subject in each case to any rights in the Existing Assets transferred, Capital One does hereby sell, transfer, assignassigned, set over or otherwise conveyed to the FCMT Trustee pursuant to the Existing Pooling Agreement. It is understood and otherwise convey agreed that the obligations of RPA Seller specified herein with respect to Funding the Receivables, including its repurchase obligations under Article VI of this Agreement, shall apply to all Receivables, whether originated before, on or after the RPA Closing Date. RPA Seller and Buyer hereby agree that each existing Receivable sold by RPA Seller to First Consumers Master Trust pursuant to the Existing Pooling Agreement before the RPA Closing Date shall be deemed for all purposes (collectivelyincluding the representations and warranties in the second sentence of Section 4.1(l) and RPA Seller's -------------- repurchase obligations under Section 6.1) to have been sold by RPA Seller ------------ to Buyer on the date on which it was so sold to First Consumers Master Trust. RPA Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to Buyer hereby and which are maintained with RPA Seller or of which RPA Seller has possession, shall be so maintained and held by RPA Seller on behalf and for the “Conveyance”)benefit of Buyer, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting Buyer's security interest in bank accounts pledged to RPA Seller, which security interest RPA Seller has transferred to Buyer hereunder, this Agreement constitutes and shall be deemed (i) notice to RPA Seller by Buyer of Buyer's security interest in such bank accounts, and (ii) RPA Seller's acknowledgment of and consent to Buyer's notice and Buyer's security interest in such bank accounts. (b) Subject to and upon the terms and conditions hereinafter set forth, RPA Seller (i) hereby sells, transfers, conveys, and assigns to Buyer, without recourse except as provided hereinrecourse, all of its RPA Seller's right, title title, and interest, whether now owned or hereafter acquired, interest in, to to, and under the Receivables existing at the close opening of business on the Initial Cut-Off Date, RPA Closing Date (excluding Receivables in the case respect of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Defaulted Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time in respect of each Account listed on Schedule One ------------- identified by account number and by Receivable balance as of the RPA Closing Date and each Account automatically designated pursuant to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, Section -------- 2.2 (c) together with all monies due or to become due and all amounts received or receivable with respect thereto ------ (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” the rights to receive amounts paid or payable as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments Interchange with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records all rights to security for such Receivables (including its computer filesrights to bank accounts or certificates of deposit pledged as collateral) that Receivables created in connection with such Accounts and proceeds of all the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to foregoing (the Trustee pursuant to the Pooling and Servicing Agreement"Transferred ----------- Assets"), and (ii) on or prior subject to the Closing Dateprovisions of Section 2.2, in the case on each ------ ----------- Addition Date RPA Seller shall sell, transfer, convey and assign to Buyer, without recourse, all of Initial AccountsRPA Seller's rights, titles, and on interests in, to, and under the Receivables then existing or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided thereafter created in respect of each Additional Accounts Account designated pursuant in a Supplemental Conveyance (excluding those referred to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph above) effective on the Addition Date ---------- therefore, together with all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to receive amounts paid or payable as Interchange with respect to any Account during the term such Additional Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of this Agreement unless deposit pledged as collateral) and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance proceeds of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have foregoing (all of which, upon any such conveyance, shall be included in the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCCTransferred Assets). (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration On the terms and subject to the conditions herein and subject to the satisfaction (or waiver) of the payment conditions set forth in Section 1.3 below, on the Closing Date (as defined below), the Company agrees to sell and issue to the Purchaser, and the Purchaser agrees to purchase from the Company, the Shares for the total price in cash of $190,000,000 (the “Initial Purchase Price”); provided, that, in the event that, in one or more transactions, the Company sells additional shares of Class A Common Stock to third-party purchasers between the date hereof and the Closing Date (other than the shares of Common Stock issued in connection with the Target Acquisition) at a price per share greater than the Purchase Price as provided hereinPer Common Share (such sales, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectively, the “ConveyanceCommon Equity Offering”), without recourse except as provided herein, all of then the Company may elect in its right, title and interest, whether now owned or hereafter acquired, in, sole discretion by providing written notice to and under the Receivables existing Purchaser at the close of least three (3) business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or days prior to the Closing Date, which such notice shall contain the total purchase price of the shares sold in the Common Equity Offering (the “Aggregate Common Equity Offering Amount”), to reduce the Initial Purchase Price by an amount up to the Aggregate Common Equity Offering, not to exceed $50,000,000 (the “Purchase Price Cut-Back”), and in such event the related Purchased Assets, Stock Consideration Amount shall be sold reduced by Capital One an amount equal to (rounded down to the nearest whole number) (x) the amount of the Purchase Price Cut-Back divided by (y) the Purchase Price Per Common Share. In consideration of the Purchaser’s agreement to permit the Purchase Price Cut-Back, the Company shall pay to the Purchaser an amount equal to the product of (i) 0.03 and purchased by Funding on (ii) the Closing Dateamount of the Purchase Price-Cut-Back (the “Commitment Fee”), in cash. Receivables arising after The Commitment Fee payable to the Closing Date in the Initial Accounts and the related Purchased Assets Purchaser shall be sold by Capital One and purchased by Funding on the date offset against such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior Purchaser’s obligation to the related Addition Datepay its Initial Purchase Price, and the related Purchased Assets, Purchaser’s Initial Purchase Price shall be sold reduced (without duplication) by Capital One an amount equal to the sum of (i) the amount of the Purchase Price Cut-Back and purchased by Funding on (ii) the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and Commitment Fee payable hereunder (the related Purchased Assets shall be sold by Capital One and purchased by Funding on Initial Purchase Price, as adjusted pursuant to this Section 1.1(a), the date such Receivables arise“Purchase Price”). (b) Capital One shall (i) record Purchased Preferred Shares and file, at its own expense, any financing statements (Purchased Common Shares to be issued and amendments with respect to such financing statements when applicable) with respect sold by the Company to the Purchased Assets meeting Purchaser pursuant to this Agreement are collectively referred to as the requirements “Shares.” The Company will use the proceeds of applicable state law the Purchase Price for (a) payment of fees and expenses incurred in such manner and in such jurisdictions as are necessary to perfectconnection with the transactions contemplated by this Agreement, (b) other general corporate purposes, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention funding of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderTarget Acquisition. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (ai) In consideration Subject to the terms and conditions of this Agreement and the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelyother Transaction Documents, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, undersigned Buyer hereby agrees to and under purchase from the Receivables existing at the close of business on the Initial Cut-Off Date, Company a Secured Convertible Promissory Note in the case principal amount of Receivables arising $890,000.00 substantially in the Initial Accounts form attached hereto as Annex II (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased AssetsNote”). The Receivables existing Note shall be secured by a Security Agreement substantially in the Initial Accounts at form attached hereto as Annex III listing each of the close of business on Buyer Trust Deed Notes as security for the Initial Cut-Off Date and thereafter arising in Company’s obligations under the Initial Accounts on or prior to Transaction Documents (the Closing Date“Security Agreement”). In consideration thereof, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One Buyer shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to pay the Purchased Assets meeting principal amount set forth on the requirements Buyer’s signature page of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to (the Trustee pursuant to the Pooling and Servicing Agreement, “Initial Cash Purchase Price”) and (ii) on or prior issue to the Closing DateCompany the Buyer Trust Deed Notes (the sum of the initial principal amounts of the Buyer Trust Deed Notes, together with the Initial Cash Purchase Price, the “Purchase Price”), which Buyer Trust Deed Notes shall be secured by a Trust Deed substantially in the case of form attached hereto as Annex IV (the “Trust Deed”). The Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule Cash Purchase Price shall be provided paid in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to accordance with the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related AccountsWire Instructions. (dii) In consideration for the Purchase Price, the Company will also issue to the Buyer a warrant in the form attached hereto as Annex V (the “Warrant”). (iii) The parties hereto intend that the conveyance of Capital One’s right, title Company shall also execute and interest in and deliver to the Purchased Assets Buyer a Request for Full Reconveyance (the “Request”) substantially in the form attached hereto as Annex VI. (iv) The Request shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is be held in escrow in accordance with the intention terms of the parties Escrow Agreement substantially in the form attached hereto that as Annex VII (the arrangements with respect “Escrow Agreement”). (v) The Company shall also execute and deliver to the Purchased Assets Transfer Agent, and the Transfer Agent shall constitute a execute to indicate its acceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as Annex VIII (the “Transfer Agent Letter”). (vi) At the Closing, the Buyer shall deliver to the Company the following: (1) The Initial Cash Purchase Price; (2) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex IX (“Buyer Trust Deed Note #1”); (3) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex X (“Buyer Trust Deed Note #2,” and together with Buyer Trust Deed Note #1, the “Buyer Trust Deed Notes”); and (4) The Trust Deed. (vii) The tender of the Initial Cash Purchase Price and the issuance and sale of the Note and the Warrant to the Buyer are sometimes referred to herein and in the other Transaction Documents as the purchase and sale of such Purchased Assets the Note and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderWarrant. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of Eighth Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price on the terms set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Class A Eighth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class A Eighth Issuer Notes on the terms contained herein. If within 36 hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Class A Eighth Issuer Notes, then ANPLC shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Class A Eighth Issuer Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Managers on behalf of the payment non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Class A Eighth Issuer Notes, or ANPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that they have so arranged for the purchase of such Class A Eighth Issuer Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, ANPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Class A Eighth Issuer Notes. Any substitute purchaser of Class A Eighth Issuer Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and purchased by Funding sale of the Class A Eighth Issuer Notes. If any Class B/C Underwriter shall default in its obligation to purchase Class B/C Eighth Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Class B/C Underwriters may in its discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class B/C Eighth Issuer Notes on the date terms contained herein. If within 36 hours after such Receivables arise. The Receivables existing in Additional Accounts at default by any Class B/C Underwriter, the close non-defaulting Class B/C Underwriters do not arrange for the purchase of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on Class B/C Eighth Issuer Notes, then ANPLC shall be entitled to a further period of 36 hours within which to procure another party or prior other parties satisfactory to the related Addition Datenon-defaulting Class B/C Underwriters to purchase such Class B/C Eighth Issuer Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Class B/C Underwriters notify ANPLC that the non-defaulting Class B/C Underwriters have so arranged for the purchase of such Class B/C Eighth Issuer Notes, or ANPLC notifies the non-defaulting Class B/C Underwriters that they have so arranged for the purchase of such Class B/C Eighth Issuer Notes, the non-defaulting Class B/C Underwriters or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the related Purchased Assets, Class B/C Eighth Issuer Notes. Any substitute purchaser of Class B/C Eighth Issuer Notes pursuant to this paragraph shall be sold by Capital One deemed to be a Class B/C Underwriter, for the purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseClass B/C Eighth Issuer Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Class A Eighth Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Class A Eighth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the Class A Eighth Issuer Notes, then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Class A Eighth Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Class A Eighth Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Class A Eighth Issuer Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One liability for its default. If, after giving effect to Funding, (ii) cause such financing statements and amendments to name Capital Oneany arrangements for the purchase of Class B/C Eighth Issuer Notes of a defaulting Class B/C Underwriter by the non-defaulting Class B/C Underwriters, as sellerprovided in Clause 3.1(a) above, and Funding, as purchaser, the aggregate principal amount of the Purchased Assets and Class B/C Eighth Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of all Class B/C Eighth Issuer Notes, then ANPLC shall have the right to require the non-defaulting Class B/C Underwriters to purchase the principal amount of the Class B/C Eighth Issuer Notes which such Class B/C Underwriter agreed to purchase hereunder and, in addition, to require the non-defaulting Class B/C Underwriter to purchase its pro rata share (iiibased on the principal amount of the Class B/C Eighth Issuer Notes which such Class B/C Underwriter agreed to purchase hereunder) deliver of the principal amount of the Class B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter for which such arrangements have not been made; but nothing herein shall relieve a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingdefaulting Class B/C Underwriter from liability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Class A Eighth Issuer Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Class A Eighth Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Class A Eighth Issuer Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if ANPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Class A Eighth Issuer Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a security agreement under applicable lawdefaulting Underwriter from liability for its default. If, and that Capital One shall be deemed after giving effect to have grantedany arrangements for the purchase of the principal amount of the Class B/C Eighth Issuer Notes of the defaulting Class B/C Underwriter by the non-defaulting Class B/C Underwriters as provided in Clause 3.1(a) above, and Capital One does hereby grant, to Funding a first priority perfected security interest in all the aggregate principal amount of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure Class B/C Eighth Issuer Notes which remains unpurchased exceeds 10 per cent. of the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance aggregate principal amount of all Class B/C Eighth Issuer Notes, or if ANPLC shall not exercise the right described in Clause 3.1(b) above to require the non-defaulting Class B/C Underwriters to purchase the Class B/C Eighth Issuer Notes of the obligations of Capital One hereunder and under defaulting Class B/C Underwriter, then this Agreement shall thereupon terminate, without liability on the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all part of the rights that it has under the Pooling and Servicing Agreement. The Trustee non-defaulting Class B/C Underwriters; but nothing herein shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Class B/C Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the payment non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, NRPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseDollar Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Dollar Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if NRPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration RPA Seller agrees to contribute, and does hereby -------- contribute to Buyer, and Buyer agrees to accept, and does hereby accept, from RPA Seller on the RPA Closing Date, all of the payment Existing Assets. The contribution and sales of the Purchase Price as provided hereinExisting Assets from RPA Seller to Buyer are subject in each case to any rights in the Existing Assets transferred, Capital One does hereby sell, transfer, assignassigned, set over or otherwise conveyed to the FCMT Trustee pursuant to the Existing Pooling Agreement. It is understood and otherwise convey agreed that the obligations of RPA Seller specified herein with respect to Funding the Receivables, including its repurchase obligations under Article VI of this Agreement, shall apply to all Receivables, whether originated before, on or after the RPA Closing Date. RPA Seller and Buyer hereby agree that each existing Receivable sold by RPA Seller to First Consumers Master Trust pursuant to the Existing Pooling Agreement before the RPA Closing Date shall be deemed for all purposes (collectivelyincluding the representations and warranties in the second sentence of Section 4.1(l) and RPA Seller's repurchase -------------- obligations under Section 6.1) to have been sold by RPA Seller to Buyer on the ----------- date on which it was so sold to First Consumers Master Trust. RPA Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to Buyer hereby and which are maintained with RPA Seller or of which RPA Seller has possession, shall be so maintained and held by RPA Seller on behalf and for the “Conveyance”)benefit of Buyer, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting Buyer's security interest in bank accounts pledged to RPA Seller, which security interest RPA Seller has transferred to Buyer hereunder, this Agreement constitutes and shall be deemed (i) notice to RPA Seller by Buyer of Buyer's security interest in such bank accounts, and (ii) RPA Seller's acknowledgment of and consent to Buyer's notice and Buyer's security interest in such bank accounts. (b) Subject to and upon the terms and conditions hereinafter set forth, RPA Seller (i) hereby sells, transfers, conveys, and assigns to Buyer, without recourse except as provided hereinrecourse, all of its RPA Seller's right, title title, and interest, whether now owned or hereafter acquired, interest in, to to, and under the Receivables existing at the close opening of business on the Initial Cut-Off DateRPA Closing Date (excluding Receivables in respect of Defaulted Accounts), and thereafter created in respect of each Account listed on Schedule One identified by account number ------------ and by Receivable balance as of the case of Receivables arising in the Initial Accounts RPA Closing Date and each Account automatically designated pursuant to Section 2.2(c), together with all monies -------------- due or to become due with respect thereto (including Related Accounts all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, the rights to receive amounts paid or payable as Interchange with respect to such Initial Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all the foregoing (the "Transferred ----------- Assets"), and at (ii) subject to the close provisions of business Section 2.2, on each Addition ------ ----------- Date RPA Seller shall sell, transfer, convey and assign to Buyer, without recourse, all of RPA Seller's rights, titles, and interests in, to, and under the Receivables then existing or thereafter created in respect of each Additional Account designated in a Supplemental Conveyance (excluding those referred to in clause (i) above) effective on the related Additional Cut-Off DateAddition Date therefor, in the case of Receivables arising in the Additional Accounts (including Related Accounts ---------- together with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries thereof and Insurance Proceeds relating thereto, all Collections the rights to receive amounts paid or payable as Interchange with respect theretoto such Additional Accounts, all rights to security for such Receivables (including rights to bank accounts or certificates of deposit pledged as collateral) and proceeds of all proceeds of the foregoing (includingall of which, without limitationupon any such conveyance, “proceeds” as defined shall be included in the UCCTransferred Assets). (c) thereof (collectivelyIn connection with such sale and conveyance, the “Purchased Assets”). The Receivables existing in the Initial Accounts RPA Seller shall, at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts its own expense, on or prior to the RPA Closing Date (i) indicate or cause to be indicated in its computer files relating to the Receivables that Receivables created in connection with the Accounts have been sold to Buyer in accordance with this Agreement and transferred to the Receivables Trust pursuant to the Servicing Agreement for the benefit of the Securityholders and (ii) deliver or cause to be delivered to Buyer (or to the Receivables Trustee, if Buyer so directs) a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and by the Receivables balance as of the RPA Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (bd) Capital One shall In connection with such sale and conveyance, including such sale and conveyance made pursuant to Section 2.1(a), RPA Seller agrees (i) to record and -------------- file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) statement for the purchase of accounts with respect to the Purchased Existing Assets and the Transferred Assets, including the Receivables now existing and hereafter created in respect of each Account (including Receivables in Additional Accounts), meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfectperfect the sale of the Existing Assets and the Transferred Assets from RPA Seller to Buyer, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings (which may, for purposes of this Section 2.1, consist of telephone confirmations of such filings) to Funding as soon as is practicable after filing. Buyer (c) Capital One shallor to ----------- the Receivables Trustee, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (iiif Buyer so directs) on or prior to the RPA Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration At the Closing (as defined below), subject to the satisfaction of the payment of conditions and to the Purchase Price as provided hereinterms set forth in paragraphs 1(b) and 1(c) below, Capital One does each Seller, severally and not jointly, hereby sell, agrees to transfer, assign, set over sell, convey and otherwise convey deliver to Funding (collectively, the “Conveyance”), without recourse except as provided herein, all Company 100% of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to such Seller’s Purchased Interests, and the Company hereby agrees to purchase such Purchased Assets shall constitute an absolute saleInterests at a purchase price per Purchased Interest equal to the per share price at which the Company sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). In addition, conveying good title free and clear of in the event that the underwriters named in the Underwriting Agreement purchase Optional Securities (as defined in the Underwriting Agreement) on any liensdate, claimsat the applicable Additional Closing (as defined below), encumbrances or rights of others, from Capital One subject to Funding. It is the intention satisfaction of the parties hereto that conditions and to the arrangements terms set forth in paragraphs 1(b) and 1(c) below, the Company hereby agrees to purchase, and each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company a number of additional Common Units and corresponding number of shares of Class B common stock in an amount with respect to such Seller equal to the Applicable Percentage set forth opposite its name on Schedule I hereto, multiplied by the total number of Optional Securities purchased (as rounded by the Company in its sole discretion to the next higher or lower whole number) (each such Common Unit together with its corresponding share of Class B Common Stock to be sold by such Seller, an “Additional Purchased Assets shall constitute Interest” of such Seller), at a purchase and sale price per Additional Purchased Interest equal to the Per Share Purchase Price. Notwithstanding the foregoing, in no event shall any Seller be obligated to sell more than the number of such Additional Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties Interests set forth opposite its name on Schedule I hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned any one or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereundermore Additional Closings. (eb) To The obligations of the extent that Capital One retains any interest in Company to purchase the Purchased AssetsInterests from any Seller shall be subject to (i) the closing of the Public Offering, Capital One hereby grants to (ii) the Trustee a security interest representations and warranties of such Seller being true and correct in all material respects as of Capital One’s right, title the Closing and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of (iii) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller on or prior to the Closing. The obligations of Capital One hereunder the Company to purchase any Additional Purchased Interests from any Seller shall be subject to (i) the closing of the Public Offering and under the Pooling applicable sale of the Optional Securities to the underwriters prior to the applicable Additional Closing, (ii) the representations and Servicing Agreement. With respect to warranties of such security interest Seller being true and correct in all material respects as of the Additional Closing and (iii) such collateral, the Trustee shall have Seller having complied in all material respects with all of the rights that it has under covenants required to be performed by such Seller on or prior to the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCCAdditional Closing. (fc) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 The closing of the Pooling sale of the Purchased Securities (the “Closing”) shall take place immediately following the closing of the Public Offering, at the offices of the Company, or at such other time and Servicing place as may be agreed upon by the Company and the Sellers. Each closing of Additional Purchased Interests, if any (an “Additional Closing”), shall take place from time to time after the Closing promptly after receipt by the Company of written notice from the Representatives (as defined in the Underwriting Agreement) pursuant to Section 3 of the Underwriting Agreement, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. (d) At the Closing and each Additional Closing, each Seller shall deliver to the Company or as instructed by the Company duly executed transfer powers relating to such Seller’s Purchased Interests or Additional Purchased Interests, as

Purchase. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the undersigned Buyer hereby agrees to loan to the Company the principal amount set forth on the Buyer's signature page of this Agreement (the "Aggregate Purchase Price"), out of the aggregate amount being loaned by all Buyers of $400,000 (the "Total Purchase Price"). (ii) The Aggregate Purchase Price shall be payable by the Buyer to the Company as follows: (a) In consideration sixty-two and one-half percent (62.5%) of the payment Aggregate Purchase Price (the "Initial Purchase Price") shall be deposited by the Buyer with the Escrow Agent on or before the Initial Closing Date (as defined below), and such Initial Purchase Price shall be released to the Company, subject to the terms of the Joint Escrow Instructions (as defined below), on the Initial Closing Date and (b) the balance of the Aggregate Purchase Price (the "Additional Purchase Price") shall be deposited with the Buyer as provided hereinin Section 6 below and released to the Company, Capital One does hereby sellsubject to the terms of the Joint Escrow Instructions, transferon the Additional Closing Date (as defined below). The applicable portion of the Aggregate Purchase Price paid on the relevant Closing Date (as defined below) is referred to as the "Purchase Price" for such Closing Date. (iii) The obligation to repay the loan of the relevant Purchase Price from the Buyer shall be evidenced by the Company's issuance of one or more Convertible Notes to the Buyer in such principal amount (the Convertible Notes issued to the Buyer, assignthe "Notes"). Each Note (a) shall provide for a Conversion Price (as that term is defined in the Notes), set over which price may be adjusted from time to as provided in the Note, and otherwise convey (b) shall have the terms and conditions of, and be substantially in the form attached hereto as, ANNEX I. (iv) Prior to Funding each Closing Date (as defined below), the relevant Purchase Price shall be paid by the Buyer to the Escrow Agent and the Company will deliver the relevant Certificates (as defined below) to the Escrow Agent, as provided in Section 1(c) hereof. (v) The loan to be made by the Buyer and the issuance of the Notes and the Warrants (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title "Purchased Securities") to the Buyer are sometimes referred to herein and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in other Transaction Agreements as the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets the Notes and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderWarrants. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (ai) Subject to the terms and conditions of this Agreement and the other Transaction Documents, the undersigned Buyer hereby agrees to enter into a Secured Convertible Promissory Note in the principal amount of $2,651,000.00 substantially in the form attached hereto as Annex II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as Annex III listing each of the Buyer Trust Deed Notes as security for the Company’s obligations under the Transaction Documents (the “Security Agreement”). In consideration thereof, the Buyer shall (1) pay the principal amount indicated as the “Initial Cash Purchase Price” set forth on the Buyer’s signature page to this Agreement (the “Initial Cash Purchase Price”) and (2) issue to the Company the Buyer Trust Deed Notes (the sum of the payment principal amounts of the Buyer Trust Deed Notes, together with the Initial Cash Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelyPrice, the “ConveyancePurchase Price”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, which Buyer Trust Deed Notes shall be secured by a Trust Deed substantially in the case of Receivables arising form attached hereto as Annex IV (the “Trust Deed”) or such substitute collateral as determined by the Buyer in its sole discretion. The Company shall also execute and deliver to the Initial Accounts Escrow Agent (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCCEscrow Agreement) thereof a Request for Full Reconveyance (collectivelythe “Request”) substantially in the form attached hereto as Annex V. The Initial Cash Purchase Price shall be paid in accordance with the Wire Instructions. The Initial Cash Purchase Price is allocated to the Note, the OID (as defined below), and the Warrant as set forth in the table in Annex VI attached hereto. (ii) In consideration for the Initial Cash Purchase Price, the Company shall also issue to the Buyer a Warrant to Purchase Shares of Common Stock in the form attached hereto as Annex VII (the “Warrant”) and execute and deliver to the Buyer a Confession of Judgment substantially in the form attached hereto as Annex VIII (the “Confession”). (iii) The Request shall be held in escrow in accordance with the terms of the Escrow Agreement substantially in the form attached hereto as Annex IX (the “Escrow Agreement”). (iv) The Company shall also execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable transfer agent instruction letter substantially in the form attached hereto as Annex X (the “Transfer Agent Letter”). (v) At the Closing (as defined below), the Buyer shall deliver to the Company the following: (1) The Initial Cash Purchase Price; (2) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XI (“Buyer Trust Deed Note #1”); (3) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XII (“Buyer Trust Deed Note #2”); (4) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIII (“Buyer Trust Deed Note #3”); (5) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIV (“Buyer Trust Deed Note #4”); (6) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XV (“Buyer Trust Deed Note #5”); (7) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVI (“Buyer Trust Deed Note #6”); (8) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVII (“Buyer Trust Deed Note #7”); (9) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XVIII (“Buyer Trust Deed Note #8”); (10) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XIX (“Buyer Trust Deed Note #9”); (11) A Buyer Trust Deed Note in the principal amount of $200,000.00 substantially in the form attached hereto as Annex XX (“Buyer Trust Deed Note #10,” and together with Buyer Trust Deed Note #1, Buyer Trust Deed Note #2, Buyer Trust Deed Note #3, Buyer Trust Deed Note #4, Buyer Trust Deed Note #5, Buyer Trust Deed Note #6, Buyer Trust Deed Note #7, Buyer Trust Deed Note #8, and Buyer Trust Deed Note #9, the “Purchased AssetsBuyer Trust Deed Notes”). ; and (12) The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseTrust Deed. (bvi) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect Notwithstanding anything to the Purchased Assets meeting contrary herein, the requirements Buyer may, in its sole discretion, add additional collateral to the collateral covered by the Trust Deed (the “Collateral”) or substitute collateral as it deems fit provided that the fair market value of applicable state law the Collateral is not less than the principal balance of the Buyer Trust Deed Notes as of the date of any such substitution. In the event of a substitution of collateral, the Buyer shall timely execute any and all documents necessary or advisable in order to properly grant a first priority security interest upon the substitute collateral in favor of the Company and take such manner and in such jurisdictions other measures as are necessary or advisable in order to perfect, and maintain perfection of, accomplish the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, intent of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingTransaction Documents. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non- defaulting Underwriters to purchase such Dollar Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the payment non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, NRPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseDollar Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non- defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Dollar Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if NRPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.a

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, On any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts date on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Four-Year Date Marriott may purchase the Notes in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the whole but not in part. On any date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to after the related Addition Two-Year Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) if an Event of Default has occurred and is continuing, Marriott may purchase the Closing DateNotes, in the case of Initial Accounts, and (y) the applicable Addition Date, whole but not in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreementpart, and (ii) on or prior if Marriott has not previously elected to purchase the Notes and any payment has been made pursuant to the Closing DatePolicy, the Swap Policy, the Reinsurance Agreement or the Swap Reinsurance Agreement on account of a claim made thereunder, the Insurer or the Reinsurer may purchase the Notes, in whole but not in part (the party electing to purchase the Notes under the preceding sentence or clause (i) or (ii) above being referred to as the "Purchaser"). In addition, if the Insurer or the Reinsurer elects to purchase the Notes under clause (ii) above, within ten (10) calendar days after receipt of notice from the Insurer or the Reinsurer, Marriott may instead elect to purchase the Notes under clause (i) above, which election by Marriott will supersede the election by the Insurer or the Reinsurer under clause (ii) above. Any election to purchase the Notes will be made by delivery from the Purchaser to the Trustee and to the Insurer (in the case of Initial Accounts, and on the first sentence of this Section 9.2(a) or prior to the applicable Addition Date, clause (i) above) or Marriott (in the case of Additional Accounts, deliver to Funding an Account Schedule clause (provided that such Account Schedule ii) above) of written notice thereof (a "Purchase Notice"). A Purchase Notice shall be provided in respect delivered at least 35 (or fewer, but not less than 30, with the consent of Additional Accounts designated pursuant to Subsection 2.02(a)(iithe Trustee) on or calendar days and not more than 95 calendar days prior to the Determination Date immediately succeeding date upon which a purchase will occur, which notice shall be irrevocable. The purchase price of the related Monthly Period during which their respective Addition Dates occurNotes shall be as set forth in Section 9.3(a). (1) containing If the Purchaser is Marriott, simultaneously with the giving of a true Purchase Notice, such Purchaser shall deliver to the Trustee for deposit into the Note Purchase Account the Redemption/Purchase Deposit Amount, and complete list of all no Purchase Notice from such Accounts. Capital One Purchaser shall not alter the indication referenced in clause (i) of this paragraph with respect be deemed to any Account during the term of this Agreement be effective unless and until such Account funds have been deposited. If the Insurer is no longer an Account or Capital One has taken such action as is necessary or advisable the Purchaser, the Insurer shall deliver to cause the interest of Funding Trustee for deposit in the Purchased Assets to continue to be perfected and of first priority. The Note Purchase Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One 11:00 a.m. New York City Time on each Addition the Payoff Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior an amount equal to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur)Outstanding Principal Amount of, but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s rightaccrued and unpaid interest on, title and interest in due and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements unpaid Additional Amounts with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention Notes as of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderPayoff Date. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration The closing of the payment purchase and sale of the Purchase Price Shares (as provided hereinhereinafter defined) shall occur on the earlier of (a) the date the Restructuring Transactions and the Conversion are consummated or (b) October 2, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding 2009 (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Closing Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, (x) in the Initial Accounts at event the close of business on Restructuring Transactions and the Initial Cut-Off Date and thereafter arising in the Initial Accounts Conversion are consummated on or prior to before the Closing Date, all of the shares of Common Stock that the Seller will ultimately hold as a result of the Restructuring Transactions and the related Purchased AssetsConversion (the “Common Shares”), shall be sold by Capital One and purchased by Funding or (y) in the event the Restructuring Transactions or the Conversion is not consummated on or before the Closing Date, all of the shares of Series A Preferred Stock or Series B Preferred Stock, as the case may be, held by the Seller at such time (as the case may be, the “Series A Shares” or the “Series B Shares”). Receivables arising after The Common Shares, the Closing Date in the Initial Accounts Series A Shares and the related Purchased Assets Series B Shares shall be sold by Capital One and purchased by Funding on referred to herein individually or collectively, as the date such Receivables arise. The Receivables existing in Additional Accounts at case may be, as the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise“Shares”. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to As consideration for the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofsale contemplated hereby, the Conveyance Buyer shall, within one (1) business day from the date hereof, pay the Seller an aggregate purchase price equal to $82,350 (the “Purchase Price”) by wire transfer of such Purchased Assets from Capital One immediately available funds to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of an account specified by the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingSeller. (c) Capital One shall, at its own expense, (i) In the event the Restructuring Transactions and the Conversion are consummated on or prior to (x) before the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding Seller shall immediately deliver to the Trustee pursuant to Buyer the Pooling and Servicing Agreement, and (ii) physical Common Stock certificates representing the Common Shares upon receipt thereof. In the event the Restructuring Transactions or the Conversion is not consummated on or prior to before the Closing Date, in the Seller shall deliver to the Buyer the physical Preferred Stock certificates representing the Series A Shares or the Series B Shares, as the case of Initial Accountsmay be, and on or prior to upon the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention request of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderBuyer. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. The Buyers, severally and not jointly, hereby irrevocably agree, in accordance with the amounts set forth on their respective signature page hereto, to purchase the Shares, at an aggregate purchase price of Five Hundred Thousand Dollars (a$500,000) In consideration and the Warrants at an aggregate purchase price of Sixty Thousand Four Hundred Twenty-Two Dollars ($60,422) for an aggregate purchase price of Five Hundred Sixty Thousand Four Hundred Twenty-Two Dollars ($560,422) on the date hereof. For each Share sold there will be one accompanying Warrant sold. The “Purchase Price” for the Shares and Warrants sold shall be $0.9094 per Share and $0.125 per accompanying Warrant, and the exercise price of the payment Warrants sold, shall be $0.9094 per share of Common Stock, which is equal to the lower of: (I) the last closing price of the Purchase Price as provided hereinCommon Stock immediately prior to the time of execution of this Agreement and (ii) the average closing price of the Common Stock over the five (5) trading days preceding the execution of this Agreement. Notwithstanding anything herein to the contrary, Capital One does hereby sell, transfer, assign, set over and otherwise convey a Buyer may elect to Funding (collectively, the “Conveyance”), without recourse except as provided herein, all purchase Pre-Funded Warrants to purchase one share of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing Common Stock at the close an exercise price of business on the Initial Cut-Off Date$0.0001 per share of Common Stock, in the case form attached hereto as Exhibit B, in lieu of Receivables arising in Shares that would cause such Buyer’s beneficial ownership of Common Stock to be more than the Initial Accounts Beneficial Ownership Limitation. The Purchase Price applicable to the Pre-Funded Warrant shall be $0.9094 a less the $0.0001 per share exercise price of each such Pre-Funded Warrant. For each Pre-Funded Warrant sold there will be one accompanying Warrant sold. The “Beneficial Ownership Limitation” shall be 4.99% (including Related Accounts with respect to such Initial Accounts)or, and at the close election of business on each Buyer at Closing, 9.99%) of the related Additional Cut-Off Date, in number of shares of the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior Common Stock outstanding immediately after giving effect to the Closing Date, and issuance of the related Purchased Assets, shall be sold by Capital One and purchased by Funding Securities on the Closing Date. Receivables arising after The Shares, the Closing Date in the Initial Accounts Warrants and the related Purchased Assets shall be sold by Capital One and purchased by Funding on Pre-Funded Warrants are collectively referred to herein as the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise“Securities”. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration On the terms and subject to the conditions set forth herein, at the Investment Closing, Parent shall issue and sell (1) to the Crestview Investor, a number of shares of Parent Class A Common Stock equal to the quotient obtained by dividing (A) the Investment Amount of the payment of the Purchase Price Crestview Investor (as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey each Investor’s Investment Amount may be reduced pursuant to Funding Section 2.1(b) (collectivelysuch amount, the “ConveyanceActual Investment Amount”)) by (B) Four Dollars Thirty-Four Cents ($4.34) (the “Price Per Share”), without recourse except (2) subject to the limitations contained in the Communications Act and FCC Regulations as provided herein, all to ownership and voting of its right, title and interest, whether now owned or hereafter acquired, insecurities of an entity regulated by the FCC, to and under the Receivables existing at UBS Investor, Class B Warrants initially exercisable for a number of shares of Parent Class B Common Stock equal to the close quotient obtained by dividing (A) the Investment Amount of business on the Initial Cut-Off Date, UBS Investor (as such amount shall be reduced in the case of Receivables arising of, and to the extent of, any sell-downs by the UBS Investor pursuant to Section 5.16) by (B) the Price Per Share, and (3) subject to the limitations contained in the Initial Accounts Communications Act and FCC Regulations as to ownership and voting of securities of an entity regulated by the FCC, to the Macquarie Investor, Class B Warrants initially exercisable for a number of shares of Parent Class B Common Stock equal to the quotient obtained by dividing (including Related Accounts with respect to A) the Macquarie Investor’s Actual Investment Amount (as such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, amount shall be reduced in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts)of, and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivablesthe extent of, any Funds Collateral securing such Receivablessell-downs by the Macquarie Investor pursuant to Section 5.15) by (B) the Price Per Share; provided, all monies due that the Macquarie Investor may, in lieu thereof, elect in its discretion to receive shares of Parent Straight Preferred having an aggregate initial liquidation value equal to the Macquarie Investor’s Actual Investment Amount. Such election (which may be made in whole or in part) shall be made by the Macquarie Investor by irrevocable written notice to become due Parent and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds the Crestview Investor not less than eight (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or 8) Business Days prior to the Closing Date, and Investment Closing. The terms of the related Purchased Assets, Parent Straight Preferred shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date set forth in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close a certificate of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior designations relating to the related Addition Date, and Parent Straight Preferred upon the related Purchased Assets, shall be sold by Capital One and purchased by Funding terms set forth on Exhibit E (the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise“Straight Preferred Certificate of Designations”). (b) Capital One If, as of the Election Deadline, the aggregate number of Company Shares and Company Warrants that the holders thereof elect to have converted at the Effective Time into Parent Shares pursuant to the Merger Agreement exceeds the aggregate number of Company Shares and Company Warrants that would be converted at the Effective Time into Parent Shares in the “Max Cash” scenario in which the aggregate Cash Consideration is equal to the Cash Consideration Cap, the Investment Amount of the Crestview Investor and the Cadet Portion of the Investment Amount of the Macquarie Investor shall be automatically reduced by an aggregate amount equal to the product of (1) such excess aggregate number of Company Shares and Company Warrants and (2) $37.00. Such reduction shall be applied to the Investment Amounts of the Crestview Investor and the Macquarie Investor as follows: (A) first (but only as to the first $50,000,000 of such reduction), to the Investment Amount of the Crestview Investor, on the one hand, and the Cadet Portion of the Investment Amount of the Macquarie Investor, on the other, 50/50, on a dollar-for-dollar basis, and (B) second (as to amounts in excess of $50,000,000), to the Cadet Portion of the Investment Amount of the Macquarie Investor, but not less than zero. Notwithstanding anything in this Agreement to the contrary: (i) record and filethe minimum Investment Amount of the Crestview Investor will be $225,000,000 and, at its own expenseeven if the Investment Amount of the Crestview Investor would not be reduced by operation of the preceding sentence by virtue of Company shareholder elections, any financing statements (and amendments with respect Parent may reduce the Investment Amount of the Crestview Investor to such financing statements when applicable) with respect $225,000,000 upon written notice to the Purchased Assets meeting Crestview Investor not later than the requirements earlier of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) 20 Business Days prior to the Investment Closing Date, in the case of Initial Accounts, and (y) 5 Business Days after the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and Election Deadline; (ii) on Parent will have the right to terminate the Cadet Portion of the Macquarie Investor’s Investment Amount, in whole or in part, at any time prior to the Investment Closing Dateupon written notice to the Macquarie Investor, provided any such termination, once made, is irrevocable; (iii) in the case event that Parent either sells more equity or Holdco borrows more money under the Debt Financing than is reflected in the “Max Cash” scenario of Initial Accountsthe Sources and Uses in the form provided by Parent to the Investors contemporaneously with the execution of this Agreement, with the result that Parent does not, as determined by Parent in its sole and on or absolute discretion, require the full Investment Amount of the Macquarie Investor to consummate the transactions contemplated by the Merger Agreement, then Parent shall notify the Macquarie Investor not later than eight (8) Business Days prior to the applicable Addition DateInvestment Closing of the amount of the Macquarie Investor’s Investment Amount that is as a result thereof not required and the Macquarie Investor may elect to reduce its Investment Amount in its sole discretion to the extent not so needed by Parent, by written notice to Parent not more than six (6) Business Days after such notice from Parent, provided that once made, such reduction is irrevocable; and (iv) Parent may, by written notice, request that the Syndication Portion of the Macquarie Investor’s Investment Amount be reduced, in the case of Additional Accountswhole or in part, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or at any time prior to the Determination Date immediately succeeding Investment Closing; provided any such reduction shall be made at the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list Macquarie Investor’s sole discretion and, once made, such reduction is irrevocable. Parent shall promptly provide to the Investors information that it receives regarding the election by Company shareholders of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue consideration to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and received under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Merger Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One FSB does hereby sell, transfer, assign, set over and otherwise convey to Funding TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such the Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS shall have the right to pledge, assign, transfer, sell and exercise full control over all the Purchased Assets, subject to the interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding TRS on the date such Receivables arise. (b) Capital One FSB shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One FSB to FundingTRS, (ii) cause such financing statements and amendments to name Capital OneFSB, as seller, and FundingTRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding TRS as soon as is practicable after filing. (c) Capital One FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding TRS in accordance with this Agreement and have been conveyed by Funding TRS to the Trustee RFC V pursuant to the Pooling TRS-RFC V Receivables Purchase Agreement and by RFC V to the Trust pursuant to the Transfer and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to Funding be delivered to TRS an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occurNew Account Delivery Date) containing a true and complete list of all such Accounts. Capital One FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One FSB has taken such action as is necessary or advisable to cause the interest of Funding TRS in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by Capital One FSB on each Addition Date (or or, with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on the New Account Delivery Date) to include any new Additional Accounts, and shall be updated or prior caused to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but be updated by FSB not later than on a quarterly basis semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital OneFSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One FSB to FundingTRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One FSB shall be deemed to have granted, and Capital One FSB does hereby grant, to Funding TRS a first priority perfected security interest in all of Capital OneFSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One FSB hereunder. (e) To the extent that Capital One FSB retains any interest in the Purchased Assets, Capital One FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of Capital OneFSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing AgreementFSB hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Pooling Transfer and Servicing Agreement. The Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One CompuCredit does hereby sell, transfer, assign, set over and otherwise convey to Funding CFC (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the all Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables Date and arising in the Initial Accounts (including Transferred Accounts and Related Accounts with respect related to such Initial Accounts), and at the close of business all Receivables existing on the related Additional each Addition Cut-Off Date, in the case of Receivables Date and arising in the related Additional Accounts (including Transferred Accounts and Related Accounts with respect related to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, and all Collections with respect thereto, and to such Receivables (all proceeds (including, without limitation, “proceeds” as defined in of the UCC) thereof (collectively, foregoing being the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be and hereby are sold by Capital One CompuCredit and purchased by Funding CFC on the Closing Date. Receivables arising in the Initial Accounts after the Closing Date in the Initial Accounts and the related Purchased Assets shall be and hereby are sold by Capital One CompuCredit and purchased by Funding CFC on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter the Receivables arising in such Additional Accounts after the Addition Cut-Off Date and on or prior to before the related Addition Date, and the related Purchased Assets, shall be and hereby are sold by Capital One CompuCredit and purchased by Funding CFC on the related Addition Date. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are sold by Capital One CompuCredit and purchased by Funding CFC on the date such Receivables arise. (b) Capital One CompuCredit shall (i) record authorize and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets 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 Conveyance of such Purchased Assets from Capital One CompuCredit to FundingCFC, and (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding CFC as soon as is practicable after filing. (c) Capital One CompuCredit shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of the Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that all Receivables created arising in connection with such the Accounts and the related Purchased Assets have been sold conveyed to Funding CFC in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, date referred to in the case of Initial Accounts, clauses (i)(x) and on or prior to the applicable Addition Date, in the case of Additional Accounts(i)(y), deliver to Funding CFC an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to as soon as practicable after the Determination Date immediately succeeding relating to the related Monthly Period during which their respective Addition Dates occur) containing a true specifying for each such Account, as of the Initial Cut-Off Date, in the case of the Initial Accounts, and complete list the applicable Addition Cut-Off Date, in the case of all Additional Accounts, (A) its account number, (B) the aggregate amount outstanding in such AccountsAccount and (C) the aggregate amount of Principal Receivables in such Account. Capital One Each Account Schedule, as supplemented from time to time, shall not alter be delivered to CFC. Once the indication books and records referenced in clause (i) of this paragraph have been indicated with respect to any Account Purchased Asset, CompuCredit agrees not to alter such indication during the remaining term of this Agreement unless and until such Account is no longer an Account or Capital One CompuCredit has taken such action as is necessary or advisable to cause the interest of Funding CFC in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance to CFC by CompuCredit of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, secured borrowing including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed CompuCredit hereby grants to have granted, and Capital One does hereby grant, to Funding CFC a first priority perfected security interest in all of Capital OneCompuCredit’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets and the proceeds thereof to secure the obligations of Capital One CompuCredit hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. 2.1 Buyer shall order and lease Products from Ascend pursuant to the terms and conditions of: (a) In consideration of the payment of Master Lease Agreement and each Lease Schedule executed by the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey parties pursuant to Funding the Master Lease Agreement (collectively, the “Conveyance”"MLA"), without recourse except attached as provided herein, all Exhibit A hereto; each such Lease Schedule is hereby incorporated into and made a part of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise.this Agreement; (b) Capital One shall (i) record and fileBuyer's initial purchase order, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions attached as are necessary to perfectExhibit B hereto, and maintain perfection of, the Conveyance all purchase orders subsequently issued by Buyer for Products hereunder; all such purchase orders are hereby incorporated into and made a part of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing.this Agreement; and (c) Capital One shallThe term sheet executed by the parties attached hereto as Exhibit C. Upon the exercise by Buyer of its option to purchase such Products, at its own expense, (i) on or prior to (x) the Closing Date, as provided in the case MLA, the terms and conditions of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement shall supersede the MLA and have been conveyed by Funding to shall govern the Trustee pursuant to purchase of the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such AccountsProducts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during During the term of this Agreement unless Agreement, Ascend shall sell to Buyer and until Buyer shall purchase from Ascend Products at pricing listed in Ascend's then-current price list applicable to each such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account SchedulesProduct, as supplemented amended from time to time, less any applicable discounts. Buyer's wholly-owned divisions and amendedsubsidiaries, collectively shall be marked as Schedule 1 to may order Products under this Agreement when an order of Buyer's such divisions and subsidiaries references this Agreement and includes a statement agreeing to be bound by the terms and conditions contained herein. 2.2 Shipments of the Products shall be updated made only against written purchase orders issued by Capital One Buyer. At a minimum, each purchase order shall specify the following items: a. A complete list of the Products covered by the purchase order, specifying the quantity, model number and description of each; b. The price of each Product, any applicable discounts, and any additional charges and costs; c. The billing address, the destination to which the Products will be delivered, and the requested delivery date; and d. The signature of Buyer's employee or agent who possesses the authority to place such an order. 2.3 Ascend shall acknowledge Buyer's purchase orders in writing within ten (10) days after receipt. Ascend's acknowledgment shall note any exceptions regarding matters such as the items ordered, configuration, and Product pricing. Ascend shall also confirm the requested delivery date or offer an alternative delivery date. In no event shall any order be binding on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior Ascend until Buyer's order and Ascend's acknowledgment are in agreement as to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur)items ordered, but not later than on a quarterly basis to include any new Related Accountsconfiguration, pricing, delivery dates, and all other material terms. (d) The 2.4 No purchase order, acknowledgment form, or other ordering document or communication from either party shall vary the terms and conditions on this Agreement unless both parties hereto intend that the conveyance of Capital One’s right, title and interest expressly agree in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposeswriting. In the eventevent of any conflict between the terms and conditions of this Agreement and those of any purchase order acknowledgment form or other ordering document or communication, however, that it were to be determined that the transactions evidenced hereby constitute a loan terms and not a purchase and sale, it is the intention conditions of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderprevail. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration The Company shall purchase, within sixty (60) days after receipt of the payment Put Notice or delivery of the Call Notice, as appropriate, the Put Shares or Call Shares, as appropriate, by paying to the appropriate Management Stockholders and their respective Permitted Transferees the Put/Call Fair Market Value of such Put Shares or Call Shares, as appropriate, by delivery of: (i) cash or by certified funds or wire transfer in an amount equal to the Put/Call Fair Market Value of the Put Shares or the Call Shares, as appropriate; or (ii) if the Company, SCC and the appropriate Management Stockholders and their respective Permitted Transferees agree, such number of shares of Class A Common Stock, par value $.01 per share, of SCC (the "Class A Common Stock") equal to the Fair Market Value of the Put Shares or the Call Shares, as appropriate, divided by the greater of $10.00 per share or ninety percent (90%) of the average bid price of Class A Common Stock traded on any of the Pacific Stock Exchange, any other national securities exchange or the Nasdaq Stock Market for the twenty (20) consecutive trading days prior to the Put Notice or Call Notice, as appropriate; or (iii) if the Company is prohibited by the terms of any Indebtedness from paying cash for all or part of the Put Shares or the Call Shares, as appropriate, the Company shall issue a Subordinated Promissory Note with an aggregate principal amount equal to the Fair Market Value of all or the part of the Put Shares or the Call Shares, as appropriate, for which it is prohibited from paying cash. In each case against receipt of certificates evidencing the shares to be purchased and such other documentation as the Company shall reasonably request. (b) Put/Call Fair Market Value" shall be determined by a formula as follows: (v) the product of (i) the average annual EBITDA of the Company for the period from January 1, 1997 to the end of the most recent fiscal year prior to the date of the Put Notice or Call Notice, as appropriate, and (ii) five (5) less (w) long-term Indebtedness (which shall include, without limitation, Purchaser Permitted Indebtedness) and (x) if the Earnout Amount has not yet been determined pursuant to Section 3.2.1 of the Asset Purchase Price Agreement or otherwise extinguished before the date of the determination thereof, the maximum amount which could be payable as the Earnout Amount, subject to reduction by the amount of the Earnout Amount prepaid pursuant to Section 3.2.4 of the Asset Purchase Agreement and (y) if the Earnout Amount has been determined pursuant to Section 3.2.1 of the Asset Purchase Agreement, the Earnout Amount so determined, subject to reduction as provided in Sections 3.2.2 and 3.2.5 of the Asset Purchase Agreement and the average outstanding balance on the Seasonal Line of Credit, calculated as of end of each month, for the two fiscal years prior to the date of the Put Notice or Call Notice, as appropriate, plus (x) current cash and cash equivalents on hand, divided by (y) the total number of shares of Common Stock issued and outstanding determined on a fully-diluted basis and as of the date fifteen days prior to the date of the Put Notice or Call Notice, as appropriate. (c) Notwithstanding anything to the contrary herein, Capital One does hereby sellthe exercise of rights to purchase or the requirement of the Company to purchase shares of Common Stock pursuant to this Section 3 shall be subject to limitations, transferif any, assignimposed upon the Company under applicable law or by any agreements with the Company's lenders then in effect, set over and otherwise convey to Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business restrictions on the Initial Cut-Off Date ability of the Company to pay the cash portion of any put or call and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on ability to pay principal or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderSubordinated Promissory Note. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One FSB does hereby sell, transfer, assign, set over and otherwise convey to Funding TRS (collectively, the “Conveyance”"CONVEYANCE"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such the Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “including "proceeds” " as defined in the UCC) thereof thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “"PURCHASED ASSETS"). As purchaser of the Purchased Assets”), TRS shall have the right to pledge, assign, transfer, sell and exercise full control over all the Purchased Assets, subject to the interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding TRS on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One Centurion does hereby sell, transfer, assign, set over and otherwise convey to Funding TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such AccountsAccount has become a Removed Account), all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS shall have the right to pledge, assign, transfer, sell and exercise full control over all the Purchased Assets, subject to the interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding TRS on the date such Receivables arise. (b) Capital One Centurion shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One Centurion to FundingTRS, (ii) cause such financing statements and amendments to name Capital OneCenturion, as seller, and FundingTRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding TRS as soon as is practicable after filing. (c) Capital One Centurion shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding TRS in accordance with this Agreement and have been conveyed by Funding TRS to the Trustee RFC VIII pursuant to the Pooling TRS-RFC VIII Receivables Purchase Agreement and Servicing by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to Funding be delivered to TRS an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occurNew Account Delivery Date) containing a true and complete list of all such Accounts. Capital One Centurion shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One Centurion has taken such action as is necessary or advisable to cause the interest of Funding TRS in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by Capital One Centurion on each Addition Date (or or, with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on the New Account Delivery Date) to include any new Additional Accounts, and shall be updated or prior caused to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but be updated by Centurion not later than on a quarterly basis semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital OneCenturion’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One Centurion to FundingTRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One Centurion shall be deemed to have granted, and Capital One Centurion does hereby grant, to Funding TRS a security interest, which security interest shall be a first priority perfected security interest in all of Capital OneCenturion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One Centurion hereunder. (e) To the extent that Capital One Centurion retains any interest in the Purchased Assets, Capital One Centurion hereby grants to the Trust and the Indenture Trustee a security interest in all of Capital OneCenturion’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing AgreementCenturion hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Pooling and Servicing Transfer Agreement. The Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby Each Account will continue to be owned by the related Account Owner and is not a Purchased Asset. (g) By executing this Agreement, each of Centurion and TRS acknowledges and agrees that (i) on and after the date of this Agreement, all references to perform the Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the Original Agreement and any of its existing obligations under Section 2.01 of the Pooling Original Agreement shall remain in full force and Servicing effect under this Agreement, as amended and restated.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One FSB does hereby sell, transfer, assign, set over and otherwise convey to Funding TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such AccountsAccount has become a Removed Account), all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS shall have the right to pledge, assign, transfer, sell and exercise full control over all the Purchased Assets, subject to the interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding TRS on the date such Receivables arise. (b) Capital One FSB shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One FSB to FundingTRS, (ii) cause such financing statements and amendments to name Capital OneFSB, as seller, and FundingTRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding TRS as soon as is practicable after filing. (c) Capital One FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding TRS in accordance with this Agreement and have been conveyed by Funding TRS to the Trustee RFC VIII pursuant to the Pooling TRS-RFC VIII Receivables Purchase Agreement and Servicing by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver or cause to Funding be delivered to TRS an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occurNew Account Delivery Date) containing a true and complete list of all such Accounts. Capital One FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One FSB has taken such action as is necessary or advisable to cause the interest of Funding TRS in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated or caused to be updated by Capital One FSB on each Addition Date (or or, with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on the New Account Delivery Date) to include any new Additional Accounts, and shall be updated or prior caused to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but be updated by FSB not later than on a quarterly basis semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital OneFSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One FSB to FundingTRS. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One FSB shall be deemed to have granted, and Capital One FSB does hereby grant, to Funding TRS a security interest, which security interest shall be a first priority perfected security interest in all of Capital OneFSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One FSB hereunder. (e) To the extent that Capital One FSB retains any interest in the Purchased Assets, Capital One FSB hereby grants to the Trust and the Indenture Trustee a security interest in all of Capital OneFSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing AgreementFSB hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Pooling and Servicing Transfer Agreement. The Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby Each Account will continue to be owned by the related Account Owner and is not a Purchased Asset. (g) By executing this Agreement, each of FSB and TRS acknowledges and agrees that (i) on and after the date of this Agreement, all references to perform the Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the Original Agreement and any of its existing obligations under Section 2.01 of the Pooling Original Agreement shall remain in full force and Servicing effect under this Agreement, as amended and restated.

Purchase. (a) In consideration The purchase price (the "Purchase Price") for the Acquired Assets and the agreement not to compete of the payment Seller set forth in Section 3.8 shall be cash in the amount of the excess of (x) $33,400,000 over (y) the aggregate amount of the Merchant Receivables. (b) The Purchaser and HSN Catalog Services shall pay the Purchase Price (less (i) the Escrow Amount (as provided herein, defined below) and (ii) the Estimated Net Working Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding Deficit (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in Section 1.8(b)(i)), if any), at Closing by wire transfer of immediately available funds to an account of the UCC) thereof (collectively, Seller designated in writing to the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of Purchaser no later than two business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or days prior to the Closing Date. At the Closing, the Purchaser shall deliver $3,000,000 of the Purchase Price (the "Escrow Amount") to the escrow agent (the "Escrow Agent") named in the escrow agreement to be entered into as of the Closing Date between the Purchaser, the Seller and the Escrow Agent in the form attached hereto as Exhibit A (the "Escrow Agreement"). The lesser of (i) $2,000,000 of the Escrow Amount and (ii) the aggregate amount in the escrow fund under the Escrow Agreement shall be a contingent portion of the Purchase Price (such lesser amount, the "Contingent Amount"), and the related Purchased Assets, Escrow Agreement shall provide that the Contingent Amount shall be sold by Capital One and purchased by Funding on paid back to the Closing Date. Receivables arising after Purchaser if Keystone, during the Closing Date first two years of the term of the Services Agreement, fails to perform, in all material respects, its obligations under the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or Services Agreement, unless, prior to the related Addition Dateexpiration of the first two years of the term of the Services Agreement, the Services Agreement is terminated by Keystone for Cause (as defined in the Services Agreement) or by the Purchaser for any reason other than for Cause. Fees and expenses of the related Purchased Assets, Escrow Agent shall be sold paid fifty percent (50%) by Capital One the Seller and purchased fifty percent (50%) by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingPurchaser. (c) Capital One shall, at its own expense, (i) on or prior to (x) The allocation of the Closing Date, in Purchase Price among the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts Acquired Assets and the related Purchased Assets have been sold non-compete set forth in Section 3.8 shall be reasonably agreed to Funding in accordance with this Agreement by the Purchaser and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or Seller prior to the Closing Date. The Purchaser, the Seller and HSN Catalog Services shall follow such allocation in the case of Initial Accountsdetermining and reporting their liabilities for federal, state, local and on or prior foreign tax returns filed by them subsequent to the applicable Addition Closing Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non- defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non- defaulting Underwriters to purchase such Dollar Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the payment non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, NRPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseDollar Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non- defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Dollar Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if NRPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the payment non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, NRPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseDollar Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its PRO RATA share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Dollar Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Dollar Notes which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if NRPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) Subject to the terms and conditions of this Agreement and the other Transaction Documents, the undersigned Buyer hereby agrees to purchase from the Company a Secured Convertible Promissory Note in the principal amount of $667,500.00 substantially in the form attached hereto as ANNEX II (the “Note”). The Note shall be secured by a Security Agreement substantially in the form attached hereto as ANNEX III (the “Company Security Agreement”) listing all of the Buyer Notes (defined below) as security for the Company’s obligations under the Transaction Documents. In consideration thereof, the Buyer shall pay (i) the amount designated as the initial cash purchase price on the Buyer’s signature page to this Agreement (the “InitialCashPurchase Price”), and (ii) issue to the Company the Buyer Notes (the sum of the payment principal amount of the Buyer Notes, together with the Initial Cash Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelyPrice, the “ConveyancePurchase Price”). Initially, without recourse except as provided hereinthe Buyer Notes will not be secured, all of its right, title and interest, whether now owned or hereafter acquired, in, but the Buyer Notes may become secured subsequent to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to Closing by such Initial Accounts), collateral and at such time as determined by the close of business on Buyer in its sole discretion. The Initial Cash Purchase Price shall be paid to the related Additional Cut-Off Date, Company in accordance with the case of Receivables arising in Wire Instructions. The Purchase Price and the Additional Accounts OID (including Related Accounts with respect as defined herein) are allocated to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds the Tranches (including, without limitation, “proceeds” as defined in the UCCNote) thereof (collectively, of the “Purchased Assets”). The Receivables existing Note and to the Warrants as set forth in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arisetable attached hereto as ANNEX IX. (b) Capital One shall In consideration for the Purchase Price, the Company shall, at the Closing (defined below): (i) record execute and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect deliver to the Purchased Assets meeting Buyer the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, Company Security Agreement; (ii) cause such financing statements execute and amendments deliver to name Capital Onethe Buyer that certain Warrant #1 to Purchase Shares of Common Stock (“Warrant #1”), as sellerthat certain Warrant #2 to Purchase Shares of Common Stock (“Warrant #2”), that certain Warrant #3 to Purchase Shares of Common Stock (“Warrant #3”), that certain Warrant #4 to Purchase Shares of Common Stock (“Warrant #4”), and Fundingthat certain Warrant #5 to Purchase Shares of Common Stock (“Warrant #5,” and together with Warrant #1, ▇▇▇▇▇▇▇ #▇, ▇▇▇▇▇▇▇ #▇, and Warrant #4, the “Warrants”), each substantially in the form attached hereto as purchaser, of the Purchased Assets and ANNEX IV; (iii) execute and deliver to the Transfer Agent, and the Transfer Agent shall execute to indicate its acceptance thereof, the irrevocable letter of instructions to transfer agent substantially in the form attached hereto as ANNEX V (the “Transfer Agent Letter”); (iv) cause to be executed and delivered to the Buyer a file-stamped copy fully executed secretary’s certificate and written consent of such financing statements or amendments or other evidence directors evidencing the Company’s approval of such filings the Transaction Documents substantially in the forms attached hereto as ANNEX VI (together, the “Secretary’s Certificate”); and (v) cause to Funding be executed and delivered to the Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as soon as is practicable after filingANNEX VII (the “Share Issuance Resolution”). (c) Capital One shallAt the Closing, at its own expense, the Buyer shall deliver the Purchase Price to the Company by delivering the following: (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, Cash Purchase Price; and (ii) on or prior to the Closing Date, that certain Buyer Note #1 in the case principal amount of Initial Accounts$100,000.00 (“Buyer Note #1”), and on or prior to the applicable Addition Date, that certain Buyer Note #2 in the case principal amount of Additional Accounts$100,000.00 (“Buyer Note #2”), deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding certain Buyer Note #3 in the Purchased Assets to continue to be perfected and principal amount of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date $100,000.00 (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii“Buyer Note #3”), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have grantedcertain Buyer Note #4 in the principal amount of $100,000.00 (“Buyer Note #4,” and together with Buyer Note #1, Buyer Note #2, and Capital One does hereby grantBuyer Note #3, to Funding a first priority perfected security interest in all of Capital One’s rightthe “Buyer Notes”), title each duly executed and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest substantially in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCCform attached hereto as ANNEXX. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (i) Subject to the terms and conditions of this Agreement and the other Transaction Agreements (as defined below), the undersigned Buyer hereby agrees to loan to the Company the aggregate principal amount specified as the “Aggregate Debenture Purchase Price” on the signature page hereof. Subject to the terms and conditions hereof, the Buyer will lend the Aggregate Debenture Purchase Price in equal installments of $500,000 each (each, a “Debenture Purchase Price”) on the respective Closing Dates (as defined below) provided below. The Debenture Purchase Price on each Closing Date shall be allocated to the purchase of Debentures in principal amounts determined by the Buyer, as provided herein. (ii) The obligation to repay each loan from the Buyer shall be evidenced by the Company’s issuance of one or more Convertible Debentures to the Buyer each in a principal amount designated by the Buyer to the Company on or before the relevant closing date (where the aggregate principal amount of all such Convertible Debentures issued on a Closing Date shall be equal to the Debenture Purchase Price being loaned on the relevant Closing Date). Each Debenture actually issued to the Buyer is referred to as a “Debenture.” The principal amount of each Debenture issued on the relevant Closing Date shall be as provided in the Allocation of Debentures, Cash Purchase Price Amount and Purchase Notes for Specified Closing Date attached hereto as Annex XIV (the “Allocation Table”). Each Debenture (a) In consideration of the payment of the Purchase shall provide for a Conversion Price (as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectively, the “Conveyance”defined below), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created which price may be adjusted from time to time in such Accountsas provided herein and therein, all Interchange, Insurance Proceeds (b) shall have the terms and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect theretoconditions of, and all proceeds be substantially in the form attached hereto as, Annex I and (includingc) shall be guaranteed by each respective Pledgor pursuant to the terms of the Guarantee, without limitationsubstantially in the form annexed hereto as Annex VIII, “proceeds” which Guarantee shall be secured pursuant to the terms of the Pledge Agreement, substantially in the form annexed hereto as Annex IX. A schedule of the Pledgors and the number of shares to be pledged by each of them is attached hereto as Annex XIII. (iii) On each Closing Date, the Buyer shall pay the Debenture Purchase Price and the Warrant Purchase Price (as defined below) to the Company in the UCCmanner provided below, and the Company shall deliver the relevant Certificates (as defined below) thereof to the Escrow Agent, as provided in Section 1(c) hereof. (iv) Each loan to be made by the Buyer and the issuance of the Debentures (as defined below) and the Warrants (collectively, the “Purchased AssetsSecurities”). The Receivables existing ) to the Buyer are sometimes referred to herein and in the Initial Accounts at other Transaction Agreements as the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets the Debentures and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderWarrants. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of Subject to and upon the payment of the Purchase Price as provided hereinterms and conditions -------- hereinafter set forth, Capital One does each RPA Seller (i) hereby sellsells, transfertransfers, assignconveys, set over and otherwise convey assigns to Funding (collectively, the “Conveyance”)Buyer, without recourse except as provided hereinrecourse, all of its such RPA Seller's right, title title, and interest, whether now owned or hereafter acquired, interest in, to to, and under the Receivables existing at the close opening of business on the Initial Cut-Off Date, SMT Termination Date (excluding Receivables in the case respect of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Defaulted Accounts), and at thereafter created in respect of each Account listed on Schedule -------- 1 identified by account number and by Receivable balance as of the close of business on SMT - Termination Date (the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional "Accounts"), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, together with all monies due or to become due and all amounts received or receivable -------- with respect theretothereto (including all Finance Charge Receivables), all Collections with respect Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto, and all proceeds (includingii) subject to the provisions of Section 2.2, on each ----------- Addition Date each RPA Seller shall sell, transfer, convey and assign to Buyer, without limitationrecourse, “proceeds” as defined all of such RPA Seller's rights, titles, and interests in, to, and under the Receivables then existing or thereafter created in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing respect of each Additional Account designated in the Initial Accounts at the close of business a Supplemental Conveyance effective on the Initial Cut-Off Addition Date therefor, together with all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Collections, Recoveries and thereafter arising in the Initial Accounts other proceeds thereof and Insurance Proceeds relating thereto. (b) In connection with such sale and conveyance, each RPA Seller shall, at its own expense, on or prior to the Closing Date, and the related Purchased Assets, shall SMT Termination Date (i) indicate or cause to be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date indicated in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior its computer files relating to the related Addition Receivables that Receivables created in connection with the Accounts have been sold to Buyer in accordance with this Agreement and transferred to the Issuer pursuant to the Servicing Agreement for the benefit of the Noteholders and (ii) deliver or cause to be delivered to Buyer (or to the Trustee, if Buyer so directs) a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and by the Receivables balance as of the SMT Termination Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (bc) Capital One shall In connection with such sale and conveyance, each RPA Seller agrees (i) to record and file, at its own expense, any financing statements statement for the purchase of accounts (as defined in Section 9-106 of the UCC as in effect in any state where such RPA Seller's chief executive offices or books and amendments with respect records relating to such financing statements when applicablethe Receivables are located) with respect to the Purchased Assets Receivables now existing and hereafter created in respect of each Account (including Receivables in Additional Accounts), meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfectperfect the sale of the Receivables from such RPA Seller to Buyer, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-file- stamped copy of such financing statements or amendments or other evidence of such filings (which may, for purposes of this Section 2.1, consist of telephone confirmations ----------- of such filings) to Funding as soon as is practicable after filing. Buyer (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing AgreementTrustee, and (iiif Buyer so directs) on or prior to the Closing SMT Termination Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that On the conveyance of Capital One’s rightSMT Termination Date, title and interest RPA Sellers shall deposit in and the Collection Account an amount equal to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One amount that Buyer is required to Funding. It is the intention deposit therein pursuant to Section 8.4 of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposesIndenture. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.-----------

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of the Dollar Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price, all on the terms set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Dollar Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to NRPLC to purchase, such Dollar Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Dollar Notes, then NRPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Dollar Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Underwriters on behalf of the payment non-defaulting Underwriters notify NRPLC that the non-defaulting Underwriters have so arranged for the purchase of such Dollar Notes, or NRPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that it has so arranged for the purchase of such Dollar Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, NRPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of time agreed by the Lead Underwriters and NRPLC acting reasonably, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Dollar Notes. Any substitute purchaser of Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseDollar Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Dollar Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in Clause 3.1(a) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Dollar Notes which remains unpurchased does not exceed ten per cent. of the aggregate principal amount of the Dollar Notes, NRPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder and, in addition to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Dollar Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Dollar Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingliability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Dollar Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect Clause 3.1(a) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Dollar Notes ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ which remains unpurchased exceeds ten per cent. of the aggregate principal amount of the Dollar Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if NRPLC shall not alter exercise the indication referenced right described in clause (iClause 3.1(b) above to require non-defaulting Underwriters to purchase the Dollar Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute a security agreement under applicable lawthereupon terminate, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under without liability on the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all part of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee non-defaulting Underwriters; but nothing herein shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One Centurion does hereby sell, transfer, assign, set over and otherwise convey to Funding TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such AccountsAccount has become a Removed Account), all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS shall have the right to pledge, assign, transfer, sell and exercise full control over all the Purchased Assets, subject to the interests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One Centurion and purchased by Funding TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by Capital One Centurion and purchased by Funding TRS on the date such Receivables arise. (b) Capital One Centurion shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One Centurion to FundingTRS, (ii) cause such financing statements and amendments to name Capital OneCenturion, as seller, and FundingTRS, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.and

Purchase. Each Underwriter severally agrees to purchase and pay for such principal amount of Seventh Issuer Notes set out against its name in the Schedule hereto on the Closing Date at the Issue Price all on the terms set out in this Agreement. (a) If any Underwriter shall default in its obligation to purchase Class A Seventh Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class A Seventh Issuer Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Class A Seventh Issuer Notes, then ANPLC shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non- defaulting Underwriters to purchase such Class A Seventh Issuer Notes on such terms. In consideration the event that, within the respective prescribed periods, the Lead Managers on behalf of the payment non-defaulting Underwriters notify ANPLC that the non-defaulting Underwriters have so arranged for the purchase of such Class A Seventh Issuer Notes, or ANPLC notifies the Purchase Price as provided herein, Capital One does hereby sell, transfer, assign, set over and otherwise convey to Funding (collectivelynon-defaulting Underwriters that they have so arranged for the purchase of such Class A Seventh Issuer Notes, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned non-defaulting Underwriters or hereafter acquired, in, ANPLC shall have the right to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the Initial Accounts offering and sale of the related Purchased Assets Class A Seventh Issuer Notes. Any substitute purchaser of Class A Seventh Issuer Notes pursuant to this paragraph shall be sold by Capital One deemed to be an Underwriter, for the purposes of this Agreement, in connection with the offering and purchased by Funding sale of the Class A Seventh Issuer Notes. If either Class B/M Underwriter shall default in its obligation to purchase Class B/M Seventh Issuer Notes which it has agreed to purchase hereunder, the non-defaulting Class B/M Underwriter may in its discretion arrange to purchase, or for another party or other parties reasonably satisfactory to ANPLC to purchase, such Class B/M Seventh Issuer Notes on the date terms contained herein. If within thirty-six hours after such Receivables arise. The Receivables existing in Additional Accounts at default by either Class B/M Underwriter, the close non-defaulting Class B/M Underwriter does not arrange for the purchase of business on the related Additional Cutsuch Class B/M Seventh Issuer Notes, then ANPLC shall be entitled to a further period of thirty-Off Date and thereafter arising in such Additional Accounts on six hours within which to procure another party or prior other parties satisfactory to the related Addition Datenon-defaulting Class B/M Underwriter to purchase such Class B/M Seventh Issuer Notes on such terms. In the event that, within the respective prescribed periods, the non-defaulting Class B/M Underwriter notifies ANPLC that the non-defaulting Class B/M Underwriter has so arranged for the purchase of such Class B/M Seventh Issuer Notes, or ANPLC notifies the non-defaulting Class B/M Underwriter that they have so arranged for the purchase of such Class B/M Seventh Issuer Notes, the non-defaulting Class B/M Underwriter or ANPLC shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in any documents or arrangements relating to the offering and sale of the related Purchased Assets, Class B/M Seventh Issuer Notes. Any substitute purchaser of Class B/M Seventh Issuer Notes pursuant to this paragraph shall be sold by Capital One deemed to be a Class B/M Underwriter, for the purposes of this Agreement, in connection with the offering and purchased by Funding on sale of the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables ariseClass B/M Seventh Issuer Notes. (b) Capital One shall (iIf, after giving effect to any arrangements for the purchase of Class A Seventh Issuer Notes of a defaulting Underwriter by the non-defaulting Underwriters, as provided in CLAUSE 3.1(A) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection ofabove, the Conveyance aggregate principal amount of the Class A Seventh Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of the Class A Seventh Issuer Notes, then ANPLC shall have the right to require each non-defaulting Underwriter to purchase the principal amount of the Class A Seventh Issuer Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of the Class A Seventh Issuer Notes which such Underwriter agreed to purchase hereunder) of the principal amount of the Class A Seventh Issuer Notes of such Purchased Assets defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from Capital One liability for its default. If, after giving effect to Funding, (ii) cause such financing statements and amendments to name Capital Oneany arrangements for the purchase of Class B/M Seventh Issuer Notes of a defaulting Class B/M Underwriter by the non-defaulting Class B/M Underwriter, as sellerprovided in CLAUSE 3.1(A) above, and Funding, as purchaser, the aggregate principal amount of the Purchased Assets and Class B/M Seventh Issuer Notes which remains unpurchased does not exceed 10 per cent. of the aggregate principal amount of all Class B/M Seventh Issuer Notes, then ANPLC shall have the right to require the non-defaulting Class B/M Underwriter to purchase the principal amount of the Class B/M Seventh Issuer Notes which such Class B/M Underwriter agreed to purchase hereunder and, in addition, to require the non-defaulting Class B/M Underwriter to purchase its pro rata share (iiibased on the principal amount of the Class B/M Seventh Issuer Notes which such Class B/M Underwriter agreed to purchase hereunder) deliver of the principal amount of the Class B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter for which such arrangements have not been made; but nothing herein shall relieve a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filingdefaulting Class B/M Underwriter from liability for its default. (c) Capital One shallIf, at its own expense, (i) on or prior after giving effect to (x) any arrangements for the Closing Date, in purchase of the case principal amount of Initial Accounts, and (y) the applicable Addition Date, in Class A Seventh Issuer Notes of a defaulting Underwriter by the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be non-defaulting Underwriters as provided in respect CLAUSE 3.1(A) above, the aggregate principal amount of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on the Class A Seventh Issuer Notes which remains unpurchased exceeds 10 per cent. of the aggregate principal amount of the Class A Seventh Issuer Notes, or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One if ANPLC shall not alter exercise the indication referenced right described in clause (iCLAUSE 3.1(B) above to require non-defaulting Underwriters to purchase the Class A Seventh Issuer Notes of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedulesa defaulting Underwriter, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that then this Agreement shall constitute thereupon terminate, without liability on the part of the non-defaulting Underwriters; but nothing herein shall relieve a security agreement under applicable lawdefaulting Underwriter from liability for its default. If, and that Capital One shall be deemed after giving effect to have grantedany arrangements for the purchase of the principal amount of the Class B/M Seventh Issuer Notes of the defaulting Class B/M Underwriter by the non-defaulting Class B/M Underwriter as provided in CLAUSE 3.1(A) above, and Capital One does hereby grant, to Funding a first priority perfected security interest in all the aggregate principal amount of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure Class B/M Seventh Issuer Notes which remains unpurchased exceeds 10 per cent. of the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance aggregate principal amount of all Class B/M Seventh Issuer Notes, or if ANPLC shall not exercise the right described in CLAUSE 3.1(B) above to require the non-defaulting Class B/M Underwriter to purchase the Class B/M Seventh Issuer Notes of the obligations of Capital One hereunder and under defaulting Class B/M Underwriter, then this Agreement shall thereupon terminate, without liability on the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all part of the rights that it has under the Pooling and Servicing Agreement. The Trustee non-defaulting Class B/M Underwriter; but nothing herein shall also have all of the rights of relieve a secured creditor under the UCCdefaulting Class B/M Underwriter from liability for its default. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration Subject to the terms of the Side Letter and satisfaction of the conditions precedent set forth in this Section 3 and in Section 7, on the requested Purchase Date for each Transaction (or, if requested by Seller, on the Business Day immediately before such requested Purchase Date), Administrative Agent may, in its sole discretion, transfer to Seller — for a newly Originated Eligible Mortgage Loan, by transferring funds to the designated Settlement Agent, and for other Eligible Mortgage Loans, by transferring funds to the prior lender or repurchase agreement counterparty, or to Seller, as applicable — an amount of Buyers’ funds equal to the Purchase Price for purchase of each Eligible Mortgage Loan that is the subject of such Transaction on that Purchase Date, less any amounts to be netted against such Purchase Price in accordance with the Transaction terms and this Agreement. Such transfer of funds to the Settlement Agent to be used to fund the Mortgage Loan, or to the prior lender or repurchase agreement counterparty, or to Seller, as applicable, and if applicable, such permitted netting of amounts for value, for any Transaction will constitute full payment by Buyers of the Purchase Price for such Mortgage Loan. Within five (5) Business Days (twelve (12) calendar days for Wet Funding CEMA Loans) following the Purchase Date, Seller shall (i) take such steps as provided herein, Capital One does hereby sell, transfer, assign, set over are necessary and otherwise convey appropriate to Funding (collectively, effect the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, transfer to and under the Receivables existing at the close of business Administrative Agent on the Initial Cut-Off DateMERS® System of the Purchased Mortgage Loans so purchased, and to cause Administrative Agent to be designated as “Interim Funder” on the MERS® System with respect to each such Purchased Mortgage Loan and (ii) in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts)a Wet Funding, and at the close deliver all remaining items of business on the related Additional Cut-Off DateAsset File to Custodian. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect Administrative Agent and Buyers shall have no obligation to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, enter into any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts Transaction on or prior to after the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Termination Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall Seller may (i) record and file, at its own expense, initially request less than one hundred percent (100%) of the Purchase Price for any financing statements (and amendments with respect to such financing statements when applicable) with respect to the one or more Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to FundingMortgage Loans, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, repay part of the Purchased Assets and Purchase Price therefor to Administrative Agent (for Buyers’ account) or (iii) deliver a fileboth, and may subsequently request (through Administrative Agent) that Buyers fund (or re-stamped copy fund) the balance of such financing statements or amendments or other evidence of such filings the Purchase Price to Funding Seller, and in either case so long as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to both (x) the Closing Date, in the case no Default or Event of Initial AccountsDefault has occurred and is continuing, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold Buyers would be committed to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date fund (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)re-fund) such balance if it were a new Transaction, on Buyers, acting through Administrative Agent, will fund (or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (dre-fund) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale so much of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement balance as Seller shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunderrequest. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. Buyer acknowledges and agrees (a) In consideration of and upon which Seller shall have materially relied in selling the payment of Transferred Assets to Buyer at the Purchase Price as provided hereinand on the other terms and conditions herein set forth) that prior to the expiration of the Inspection Period Buyer shall have completed the Inspection (including its full and complete inspection of the Transferred Assets) and upon the Closing shall conclusively be deemed to have been satisfied with the results of the Inspection and with any cure of any Disapproved Item by Seller pursuant to Paragraph 14.7. Based on the Inspection, Capital One does hereby sell, transfer, assign, set over Buyer is purchasing the Transferred Assets on an "AS IS" basis and otherwise convey to Funding (collectively, the “Conveyance”), without recourse in "WITH ALL FAULTS" condition and except as otherwise specifically provided hereinin this Agreement, all of its right, title and interestSeller makes no representation or warranty, whether now owned expressed or hereafter acquiredimplied, inregarding the physical condition of the Transferred Assets, to and under the Receivables existing at the close of business on the Initial Cut-Off Datetheir fitness or suitability for any particular purpose, in the case of Receivables arising in the Initial Accounts (including Related Accounts or their compliance with respect to such Initial Accounts)applicable local building codes, and at the close of business on the related Additional Cut-Off Datesafety, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts)fire, and in each case thereafter created from time to time in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due land use or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds access laws (including, without limitation, “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) Capital One shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One to Funding, (ii) cause such financing statements and amendments to name Capital One, as seller, and Funding, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to cause the interest of Funding in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(iiAmericans With Disabilities Act), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur)any similar Law. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, but not later than on a quarterly basis to include any new Related AccountsBUYER, BY ITS SIGNATURE BELOW, HEREBY ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SELLER, NOR ANY OF ITS OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, HAS MADE ANY REPRESENTATION OR WARRANTY REGARDING THE TRANSFERRED ASSETS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF HABITABILITY OR WARRANTY OF MERCHANTABILITY OR WARRANTY OF SUITABILITY FOR A PARTICULAR PURPOSE, AND BUYER HEREBY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTY OF HABITABILITY, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ALL EXPRESSED OR IMPLIED WARRANTIES RELATING TO THE QUALITY OF OR OTHERWISE RELATING TO THE PHYSICAL CONDITION OF THE TRANSFERRED ASSETS. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Capital One FSB does hereby sell, transfer, assign, set over and otherwise convey to Funding RFC IV (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on the related Additional Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts, all InterchangeInsurance Proceeds, Insurance Proceeds Issuer Rate Fees and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding RFC IV on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding RFC IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One FSB and purchased by Funding RFC IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One FSB and purchased by Funding RFC IV on the date such Receivables arise. (b) Capital One FSB shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from Capital One FSB to FundingRFC IV, (ii) cause such financing statements and amendments to name Capital OneFSB, as seller, and FundingRFC IV, as purchaser, of the Purchased Assets and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to Funding RFC IV as soon as is practicable after filing. (c) Capital One FSB shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding RFC IV in accordance with this Agreement and have been conveyed by Funding RFC IV to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and on or prior to (y) the applicable Addition Date, in the case of Additional Accounts, deliver to Funding RFC IV an Account Schedule (provided provided, however, that such Account Schedule shall be provided in respect of Additional New Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. Capital One FSB shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or Capital One FSB has taken such action as is necessary or advisable to cause the interest of Funding RFC IV in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by Capital One FSB on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii)New Accounts, on or prior to the Determination Distribution Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly semi-annual basis to include any new Related Accounts and Transferred Accounts. (d) The parties hereto intend that the conveyance of Capital OneFSB’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One FSB to FundingRFC IV. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One FSB shall be deemed to have granted, and Capital One FSB does hereby grant, to Funding RFC IV a first priority perfected security interest in all of Capital OneFSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One FSB hereunder. (e) To the extent that Capital One FSB retains any interest in the Purchased Assets, Capital One FSB hereby grants to the Trustee a security interest in all of Capital OneFSB’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing AgreementFSB hereunder. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges Each Account will continue to be owned by FSB and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreementis not a Purchased Asset.