Common use of Conveyance of Receivables Clause in Contracts

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller does hereby transfer, assign, set-over, and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off Date, without recourse, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller does hereby sell, transfer, assign, set-over, set over and otherwise convey convey, without recourse (collectively the "Conveyance") except as expressly provided herein), to the Trust for the benefit of the ---------- Certificateholders as and the other Beneficiaries on the first Closing Date, in the case of the Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, (a) all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-Off Date, without recoursein the case of the Initial Accounts, all and on the applicable Additional Cut-Off Date, in the case of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) and all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts ("proceeds" as defined in Section 9-106 315 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableMichigan and Recoveries) meeting the requirements of applicable state law in such manner thereof and in such jurisdictions as are necessary to perfect the assignment (b) all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreement. As of each Business Day prior to the earlier of (i) the occurrence of an Early Amortization Event specified in Section 9.01(b), (c), (d) or (e) and (ii) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest into and under the Receivables in each Account (other than any Receivables created in any Designated Account from and after the applicable Removal Commencement Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables all created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security assigned, to the Seller in accordance with the Receivables Purchase Agreement and sold to the Trust pursuant to this Agreement for the benefit of the Certificateholders and the other Beneficiaries and (iib) to deliver to the Trustee (or cause DCS to do so) a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Cut-Off Date, in the case of the Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number, (ii) the aggregate amount of Receivables outstanding in such Account and (iii) the aggregate amount of Principal Receivables in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not Trustee shall be under no obligation whatsoever to alter verify the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust accuracy or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf completeness of the Trust, a first priority security interest information contained in all of the Seller's right, title and interest in, Schedule 1 from time to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------time.

Conveyance of Receivables. By execution of this -------------------------- Agreement, ------------------------- the Seller does hereby sell, transfer, assign, set-overset over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer on the first Closing Date, in the case of Initial Accounts, and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off applicable Addition Date, without recoursein the case of Additional Accounts, all of its right, title and interest in in, to and to (i) under the Receivables now existing in each Account and hereafter created all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-off Date, in the case of the Initial Accounts, and arising on the applicable Additional Cut-off Date, in connection with the Accounts and in connection with any accounts that meet the definition case of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) and all monies and investments due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and including Recoveries) thereof and all Finance Charge Receivablesof the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the earlier of (x) the occurrence of an Insolvency Event as specified in Section 9.2(a) of the Pooling and Servicing Agreement and (y) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (iii) all proceeds of such Receivablesexcept as expressly provided herein), (iv) Recoveries allocated to the Trust pursuant Buyer, all of its right, title and interest in, to subsection 2.5(l), and under the Receivables in each Account (v) all funds deposited ----------------- from time to time other than any Receivables created in any Series Removed Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, from and (vi) Interchange allocable to after the Trust pursuant to subsection 2.5(kapplicable Removal Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, which shall initially constitute ----------------- the assets (including "proceeds" as defined in Section 9-306 of the Trust. Such property, together with all monies and investments on deposit, from time to time, UCC as in effect in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit State of Minnesota and including Recoveries) thereof and all of the Certificateholders of any Series of CertificatesSeller's rights, any Enhancement remedies, powers and all monies available privileges with respect to such Receivables under any Enhancementthe related Floorplan Agreements. The foregoing sale, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyanceconveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the Servicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements or the Floorplan Agreements and any other obligation to any Dealer or Manufacturer. On the Closing Date, pursuant to the terms of this Section 2.1, (i) the Seller shall sell to the Buyer Receivables in the amount of $509,744,878.07, together with the related Collateral Security and Floorplan Rights (defined below). Subject to Article VI, the purchase price for the Receivables sold by (a) the Seller to the Buyer on the Closing Date and (b) the Seller to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and the Seller at the time of acquisition by the Buyer, which price shall not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than -------- ---- reasonably equivalent value therefor. In connection with such contribution and sales, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (including any and continuation statements with respect to such financing statements when applicable) naming the Seller as "seller" and the Buyer as "purchaser" thereon with respect to the Receivables now existing and hereafter created for the transfer sale of chattel paper, accounts or general intangibles (as defined in Section 9-105 or 9-106 of the UCC as in effect in any state where the State of New York Seller's or Connecticut, whichever is applicablethe Servicer's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables, the Collateral Security and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the TrustBuyer, and to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee Buyer on or prior to the date of issuance of the Certificates and first Closing Date, in the case of Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. In addition, the Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statements filed pursuant statement necessary to this Section 2.1, as ----------- soon as practicable after receipt thereof by perfect any sale of Receivables to the SellerBuyer. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Buyer shall be under no obligation whatsoever to file the such financing statements statement, or a continuation statements referred statement to hereinsuch financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the foregoing transfer, assignment, set-over and conveyancetransfers of Receivables effected by this Agreement be sales. In connection with such transfercontribution and sales, the Seller further agrees, at its own expense, on or prior to the first Closing Date, in the case of Initial Closing Date Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (ia) to clearly xxxx indicate in its books and records, which may include computer files to indicate files, that the Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to this the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries and (iib) to deliver to the Trustee Buyer a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Cut-off Date, in the case of Initial Accounts, identified by and the applicable Additional Cut-off Date, in the case of Additional Accounts, (i) its account number and setting forth (ii) the aggregate amount of Principal Receivable and Receivable balance as of the related Cut Off DateReceivables in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not In the event that such contributions, sales and assignments are deemed to alter constitute a pledge of security for a loan or loans (the code referenced in clause (i) of this paragraph with respect to any Account during ---------- "Secured Obligations"), it is the term intent of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller shall be deemed to have granted to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Buyer a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for Receivables, the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder Collateral Security and pursuant to a Supplement all proceeds thereof and the interest accrued at the related certificate rate Floorplan Agreements, and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This that this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------under applicable law.

Conveyance of Receivables. By execution of this -------------------------- AgreementThe Transferor hereby transfers, the Seller does hereby transferassigns, assign, set-sets over, and otherwise convey (collectively the "Conveyance") conveys to the Trust for the benefit Trustee, without recourse, all of the ---------- Certificateholders as of Transferor’s right, title and interest in, to and under the Receivables existing at the close of business on the Cut-Off Amendment Closing Date, without recourse, all in the case of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Initial Accounts (including all related Transferred Accounts), and at the close of business on the related Addition Date, in connection with any accounts that meet the definition case of Automatic Receivables arising in the Additional Accounts (other than Receivables in Additional including all related Transferred Accounts), (ii) and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all monies and investments due or to become due with respect thereto to such Receivables (including all Finance Charge Receivables), (iii) all Interchange allocable to the Trust as provided herein, all proceeds of such Receivables, (iv) Insurance Proceeds and Recoveries allocated relating to such Receivables and the proceeds thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust Trustee all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to subsection 2.5(lthe terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), (v) including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all funds deposited ----------------- from time to time in any Series Account now existing consents, requests, notices, directions, approvals, extensions or hereafter established, including any reserve account, principal funding account, cash collateral account waivers under or spread account, and (vi) Interchange allocable with respect to the Trust pursuant Receivables Purchase Agreement to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of same extent as the TrustTransferor could but for the assignment thereof to the Trustee. Such propertyThe property described in the two preceding sentences, together with all monies and investments other property on deposit, from time to time, deposit in the Collection Principal Account, the Excess Funding Finance Charge Account, the Series Accounts maintained for the benefit of the Certificateholders of and any Series of Certificates, any Credit Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectivelythe “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the "Trust Assets")Trustee, any Investor Certificateholder or any Credit Enhancement Provider of any obligation of the Transferor, the Servicer, the applicable Account Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard, American Express or insurers. ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller Transferor agrees to record and file, at its own expense, a all financing statement statements (including any amendments of financing statements and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableDelaware UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of the assignment of the Receivables to the TrustTrustee, and to deliver a file-stamped copy of such financing statement statements, amendments of financing statements or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided filings to the Trustee on or prior to the Amendment Closing Date, and in the case of any amendments of financing statements or continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerTransferor. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller Transferor agrees, at its own expense, (i) on or prior to (A) the Amendment Closing Date, in the case of the Initial Closing Date Accounts, and (iB) to clearly xxxx its computer files the applicable Addition Date, in the case of the Additional Accounts, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than any Additional Removed Accounts) and the related Trust Assets have been transferred to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders Certificateholders, and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accountsan Account Schedule. Each Account Schedule, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter Once the code books and records (including the appropriate computed files) referenced in clause (i) of this paragraph have been indicated with respect to any Account Account, the Transferor further agrees not to alter such indication during ---------- the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller Transferor further agrees to deliver to the Trust or Trustee on a bi-monthly basis, and as promptly as possible after the grant of a security interest in the Trust Assets to the Trust. The SellerTrustee may at any time request, thereforean updated Account Schedule, transfers which shall be true and grants to complete and, if so requested by the Trustee, on behalf which shall be delivered to the Trustee as promptly as possible after the Trustee may at any time request tracing information with respect to Transferred Accounts. The Accounts shall be identified in the Pool Index File with the designation “1994-MT” and/or “1994MT”, and the Transferor shall not instruct or authorize the applicable Account Owner to alter such file designation with respect to any Account during the term of this Agreement unless and until an Account becomes a Removed Account or a Defaulted Account. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the Trustextent that, notwithstanding such intent, the transfer pursuant to this Section 2.01 is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Seller's Transferor’s right, title and interest in, to and under the Trust Assets for Receivables existing at the purpose close of securing a loan business on the Amendment Closing Date, in an amount equal the case of Receivables arising in the Initial Accounts (including all related Transferred Accounts), and at the close of business on the day preceding the related Addition Date, in the case of Receivables arising in the Additional Accounts (including all related Transferred Accounts), and in each case thereafter created from time to time in such Accounts until the unpaid principal amount termination of the Investor Certificates issued hereunder Trust, all moneys due or to become due with respect to such Receivables (including all Finance Charge Receivables), all proceeds of such Receivables and pursuant all Insurance Proceeds and Recoveries relating to a Supplement such Receivables and the interest accrued at the related certificate rate all proceeds thereof and to secure all of the Seller's Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Servicer's obligations hereunderReceivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including without limitation, the Seller's obligation rights of the Transferor to sell enforce the Receivables Purchase Agreement and to give or transfer Receivables hereafter created withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Trust. This Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee, and this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York)under applicable law. Pursuant to the request of the SellerTransferor, the Trustee has caused shall cause Certificates in authorized denominations evidencing the entire interest interests in the Trust to be duly authenticated and delivered to or upon the order of the Seller Transferor pursuant to Section 6.26.02. -----------By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to (i) cancel, release or in any way impair the conveyance made by FIA in its capacity as “Seller” under the Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of the Second Amended and Restated Pooling and Servicing Agreement or the Third Amended and Restated Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows:

Conveyance of Receivables. By execution of this -------------------------- Agreement, the each Seller does hereby sell, transfer, assign, set-overset over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer on the first Closing Date, in the case of Initial Accounts, and otherwise convey (collectively on the "Conveyance") applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in, to and under the Trust for the benefit of the ---------- Certificateholders as of Receivables in each Account and all Collateral Security with respect thereto owned by such Seller at the close of business on the Cut-Off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Missouri and the State of Georgia, as applicable, and Recoveries) thereof and all of such Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the earlier of (x) the occurrence of an Early Amortization Event specified in Section 9.1(b), (c), (d), or (e) of the Pooling and Servicing Agreement and (y) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), each Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourserecourse (except as expressly provided herein), to the Buyer, all of its right, title and interest in in, to and to (i) under the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts each Account (other than any Receivables created in Additional Accounts)any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by such Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, (ii) all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets (including "proceeds" as defined in Section 9-306 of the Trust. Such property, together with all monies and investments on deposit, from time to time, UCC as in effect in the Collection AccountState of Missouri and the State of Georgia, the Excess Funding Accountas applicable, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and Recoveries) thereof and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such SeriesSeller's rights, shall constitute remedies, powers and privileges with respect to such Receivables under the assets of the Trust (collectivelyrelated Floorplan Agreements. The foregoing sale, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyanceconveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the Servicer, either Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements, the Floorplan Agreements and any Participation Agreement and any other obligation to any Dealer or Manufacturer. To the extent, if any, that a Receivable and its Collateral Security was subject to a participation arrangement under which DFS and Deutsche BSC owned undivided interests in such Receivable and Collateral Security immediately prior to its conveyance hereunder, DFS and Deutsche BSC are hereby selling, transferring, assigning, setting over and conveying to the Buyer all of their right, title and interest in their respective undivided interests in such Receivable and Collateral Security, such that the Buyer owns the entire Receivable and its Collateral Security free of any such participation arrangement. On the Closing Date, pursuant to the terms of this Section 2.1, (i) DFS shall contribute as capital to the Buyer Receivables in the amount of $2,245,412,372.69, together with the related Collateral Security and Floorplan Rights (defined below) and (ii) Deutsche BSC shall sell to the Buyer Receivables in the amount of $2,632,722.01, together with the related Collateral Security and Floorplan Rights. Subject to Article VI, the purchase price for the Receivables sold by (a) Deutsche BSC to the Buyer on the Closing Date and (b) by each of the Sellers to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and each Seller at the time of acquisition by the Buyer, which price shall not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. At its option from time to time, DFS may convey as a capital contribution to the Buyer (or convey as a capital contribution to the general partner of the Buyer which may then convey as a capital contribution to the Buyer) Receivables together with the related Collateral Security and Floorplan Rights (or interests in any of the foregoing). In connection with such contributions and sales, each Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (including any and continuation statements with respect to such financing statements when applicable) naming the applicable Seller as "seller" and the Buyer as "Purchaser" thereon with respect to the Receivables now existing and hereafter created for the transfer sale of chattel paper, accounts or general intangibles (as defined in Section 9-106 105 of the UCC as in effect in any state where such Seller's or the State of New York Servicer's chief executive offices or Connecticut, whichever is applicablebooks and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables, the Collateral Security and all of such Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the TrustBuyer, and to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee Buyer on or prior to the date of issuance of the Certificates and first Closing Date, in the case of Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. In addition, each Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statements filed pursuant statement necessary to this Section 2.1, as ----------- soon as practicable after receipt thereof by perfect any sale of Receivables to the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Buyer shall be under no obligation whatsoever to file the such financing statements statement, or a continuation statements referred statement to hereinsuch financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the foregoing transfertransfers of Receivables and other items effected by this Agreement be sales (or, assignmentin the case of contributions, set-over and conveyancetrue contributions). In connection with such transfercontribution and sales, the each Seller further agrees, at its own expense, on or prior to the first Closing Date, in the case of Initial Closing Date Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (ia) to clearly xxxx indicate in its books and records, which may include computer files to indicate files, that the Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to this the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries and (iib) to deliver to the Trustee Buyer a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Cut-Off Date, in the case of Initial Accounts, identified by and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number and setting forth (ii) the aggregate amount of Principal Receivable and Receivable balance as of the related Cut Off DateReceivables in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not In the event that such contributions, sales and assignments are deemed to alter constitute a pledge of security for a loan, it is the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term intent of this Agreement unless and until such Account becomes a Removed Account. The that each Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller shall be deemed to have granted to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Buyer a first priority perfected security interest in all of the such Seller's right, title and interest in, to and under the Trust Assets for Receivables, the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder Collateral Security and pursuant to a Supplement all proceeds thereof and the interest accrued at the related certificate rate Floorplan Agreements, and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This that this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------under applicable law.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller does hereby sell, transfer, assign, set-over, set over and otherwise convey convey, without recourse (collectively the "Conveyance") except as expressly provided herein), to the Trust for the benefit of the ---------- Certificateholders as and the other Beneficiaries on the first Closing Date, in the case of the Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, (a) all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-Off Date, without recoursein the case of the Initial Accounts, all and on the applicable Additional Cut-Off Date, in the case of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) and all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts ("proceeds" as defined in Section 9-106 306 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableMichigan and Recoveries) meeting the requirements of applicable state law in such manner thereof and in such jurisdictions as are necessary to perfect the assignment (b) all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreement. As of each Business Day prior to the earlier of (i) the occurrence of an Early Amortization Event specified in Section 9.01(b), (c), (d) or (e) and (ii) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest into and under the Receivables in each Account (other than any Receivables created in any Designated Account from and after the applicable Removal Commencement Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables all created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security assigned, to the Seller in accordance with the Receivables Purchase Agreement and sold to the Trust pursuant to this Agreement for the benefit of the Certificateholders and the other Beneficiaries and (iib) to deliver to the Trustee (or cause CCC to do so) a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Cut-Off Date, in the case of the Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number, (ii) the aggregate amount of Receivables outstanding in such Account and (iii) the aggregate amount of Principal Receivables in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not Trustee shall be under no obligation whatsoever to alter verify the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust accuracy or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf completeness of the Trust, a first priority security interest information contained in all of the Seller's right, title and interest in, Schedule 1 from time to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------time.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller PFRF does hereby transfer, assign, set-set over, and otherwise convey (collectively the "Conveyance") to the Trust Trustee, on behalf of the Trust, for the benefit of the ---------- Certificateholders Securityholders, without recourse except as of provided herein, all its right, title and interest in, to and under (i) the Receivables existing at the close of business on the Initial Issuance Date, in the case of Receivables arising in the Initial Accounts, and on each Additional Cut-Off Date, without recoursein the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all of its rightInterchange and Recoveries allocable to the Trust as provided herein, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- (including "proceeds" as defined in the assets of the TrustUCC) thereof and (ii) each Receivables Purchase Agreement. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for and the benefit of the Certificateholders of any Series of Certificates, any Enhancement Special Funding Account and all monies available on deposit in any such account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any EnhancementParticipation Interest Supplement, to be provided for any Series for payment Enhancement and the right to the Certificateholders of such Series, receive Recoveries shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Securityholder or any Series Enhancer of any obligation of any Account Owner or the Transferor, the Servicer or any other Person in connection with such the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard or insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment conveyance of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The TrusteeTransferor agrees to record and file, except at its own expense, financing statements (and continuation statements when acting applicable) with respect to the Receivables conveyed by the Transferor now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as Servicerare necessary to perfect, and maintain the perfection of, the transfer and assignment of its interest in such Receivables to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Trustee as soon as practicable after the first Closing Date, in the case of Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Receivables arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such transfer and assignment, set-over and conveyance. In connection with such transfer, the Seller The Transferor further agrees, at its own expense, (a) on or prior to (x) the first Closing Date, in the case of the Initial Closing Date Accounts, (iy) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts (other than any Additional Accounts) have been transferred conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders Securityholders (or conveyed to the Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in such computer files the code identifying each such Account and (iib) on or prior to deliver (w) the first Closing Date, in the case of the Initial Accounts, (x) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Additions, (y) the date that is 30 days after the applicable Addition Date, in the case of New Accounts, and (z) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver, or cause to be delivered, to the Trustee Trustee, a copy of the computer file or microfiche list delivered to the Transferor pursuant to the related Receivables Purchase Agreement, containing a true and complete list of all such AccountsAccounts specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Initial Issuance Date, in the case of the Initial Accounts, the applicable Additional Cut-Off DateDate in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such Each such file or list list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller Transferor further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer Transferor hereby grants and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets transfers to the Trust. The Seller, therefore, transfers and grants to for the Trustee, on behalf benefit of the TrustSecurityholders, a first priority security interest in all of the SellerTransferor's right, title and interest in, to and under the Receivables and all other Trust Assets for the purpose of securing Assets, to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates Securities issued hereunder and or to be issued pursuant to a Supplement this Agreement and the interest accrued at the related certificate rate Security Rate, and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This agrees that this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York)under applicable law. Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------2.2

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller The Transferor does hereby sell, ------------------------- transfer, assign, set-over, and otherwise convey (collectively the "Conveyance"i) to the Trust for the benefit of the ---------- Certificateholders and the other Beneficiaries on the Initial Closing Date, in the case of the Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts (except as expressly provided herein), (i) all of its right, title and interest in, to and under the Receivables in each Account and all Collateral Security with respect thereto owned by the Transferor at the close of business on the Initial Cut-Off off Date, in the case of Initial Accounts, and on the applicable Additional Cut-off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including proceeds as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and Recoveries) thereof, (ii) all of the Transferor's rights, remedies, powers and privileges with respect to such Receivables, and the Receivables conveyed to the Trust in the next sentence, under the related Floorplan Agreements, if any, and (iii) all of the Transferor's rights, remedies, powers and privileges with respect to such Receivables under the Purchase Agreement, and (iv) all proceeds of the foregoing. As of each Business Day prior to the earlier of (i) the occurrence of an Insolvency Event as specified in Section 9.2(a) and (ii) the Trust Termination Date, on which Receivables are created in the Accounts (a "Receivables Transfer Date"), the Transferor does hereby sell, transfer, assign, set over and otherwise convey, without recourserecourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest in in, to and to (i) under the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts each Account (other than any Receivables created in Additional Accounts)any Designated Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by the Transferor at the close of business on such Transfer Date and not theretofore conveyed to the Trust, (ii) all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets (including "proceeds" as defined in Section 9-306 of the Trust. Such property, together with all monies and investments on deposit, from time to time, UCC as in effect in the Collection AccountState of Minnesota and Recoveries) thereof. The foregoing sale, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyanceconveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the Seller creation or an assumption by the Trust, the Trustee, any Agent or any Beneficiary of any obligation of the Servicer, Green Tree, the Transferor, or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers or Manufacturers and Green Tree (and not any of the other foregoing Persons) shall continue to perform and be responsible for their respective obligations under the Financing Agreements, Floorplan Agreements and any related agreements and arrangements. The foregoing transfer, assignment, setover and conveyance to the Trust, and any subsequent transfer, assignment, setover and conveyance to the Trust, shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement or any Supplement to any such transfer, assignment, setover and conveyance shall be construed accordingly. In connection with such sales, the Transferor agrees to record and file, at its own expense, a financing statement on form UCC-1 (including any and Transferor's or Green Tree's continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer sale of chattel paper, accounts and general intangibles (as defined in Section 9-106 105 of the UCC as in effect in any state where the State of New York Transferor's or Connecticut, whichever is applicableGreen Tree's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the other assets conveyed hereby to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and first Closing Date, in the case of the Initial Accounts, and (if any continuation statements filed pursuant to this Section 2.1additional filing is so necessary) the applicable Addition Date, as ----------- soon as practicable after receipt thereof by in the Sellercase of Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Trustee shall be under no obligation whatsoever to file the such financing statements statement, or a continuation statements referred statement to hereinsuch financing statement, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyancesuch sales. In connection with such transfersales, the Seller Transferor further agrees, at its own expense, on or prior to the Initial Closing Date Date, in the case of the Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Commencement Date, in the case of Removed Accounts, (ia) to clearly xxxx its computer files cause Green Tree to indicate in its books and records, which may include computer files, as required by the Purchase Agreement, that the Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security assigned, to the Transferor in accordance with the Purchase Agreement and sold to the Trust pursuant to this Agreement for the benefit of the Certificateholders and the other Beneficiaries and (iib) to deliver to the Trustee (or cause Green Tree to do so) a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Initial Cut- off Date, in the case of the Initial Accounts, identified by and the applicable Additional Cut-off Date, in the case of Additional Accounts, (i) its account number and setting forth (ii) the aggregate amount of Principal Receivable and Receivable balance as of the related Cut Off DateReceivables in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not Trustee shall be under no obligation whatsoever to alter verify the code referenced accuracy or completeness of the information contained in clause Schedule 1 from time to time. In the event that such sale and assignment is deemed to constitute a pledge of security for a loan or loans (i) of this paragraph with respect to any Account during ---------- the term "Secured Obligations"), it is the intent of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller Transferor shall be deemed to have granted to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Trustee a first priority perfected security interest in all of the SellerTransferor's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement Receivables and the interest accrued at Collateral Security and all proceeds thereof, the related certificate rate and to secure all of the Seller's Floorplan Agreements and the Servicer's obligations hereunderPurchase Agreement, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This and that this Agreement shall constitute a security agreement (under applicable law in order to secure the Secured Obligation. Such property, together with all monies as defined are from time to time deposited in the UCC Collection Account, any Interest Funding Account, any Principal Account, any Distribution Account, any Series Account and the Excess Funding Account and all amounts on deposit in or credited to such accounts and any other account and all monies as in effect in are from time to time available under any Enhancement for any Series for payment to Certificateholders shall constitute the State of New York). Pursuant to the request property of the Seller, Trust (the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the "Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------Property").

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller (a) The Transferor does hereby sell, transfer, assign, set-over, set over and otherwise convey (collectively convey, without recourse except as set forth in the "Conveyance") Pooling and Servicing Agreement, to the Trust Trustee, on behalf of the Trust, for the benefit of the ---------- Certificateholders as Securityholders, all its right, title and interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Cut-Off Date, without recourseAddition Date and thereafter created from time to time until the termination of the Trust, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due and all amounts received with respect thereto and all proceeds (including all Finance Charge Receivables)"proceeds" as defined in the UCC) thereof. The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, (iii) all proceeds of such Receivablesthe Trustee, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Investor Securityholder or any Series Account now existing Enhancer of any obligation of the Servicer, the Transferor or hereafter establishedany other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any reserve accountobligation to Obligors, principal funding accountmerchant banks, cash collateral account merchants clearance systems, VISA, MasterCard or spread account, and insurers. (vib) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller The Transferor agrees to record and file, at its own expense, a financing statement statements (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or ConnecticutAdditional Accounts, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect perfect, and maintain perfection of, the sale and assignment of the its interest in such Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerAddition Date. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such sale and assignment, set-over and conveyance. (c) In connection with such transfersale, the Seller Transferor further agrees, at its own expense, on or prior to the Initial Closing Date (i) date of this Assignment, to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created in connection with the Additional Accounts (other than any Additional Accounts) and designated hereby have been transferred conveyed to the Trust pursuant to the Agreement and this Agreement Assignment for the benefit of the Certificateholders and Securityholders. (iid) to deliver The Transferor does hereby grant to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's its right, title and interest ininterest, to whether now owned or hereafter acquired, in and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder Receivables now existing and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created in the Additional Accounts, all monies due or to the Trust. This Agreement shall constitute a security agreement become due and all amounts received with respect thereto and all "proceeds" (including "proceeds" as defined in the UCC as in effect in UCC) thereof. This Assignment constitutes a security agreement under the State of New York)UCC. Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------4.

Conveyance of Receivables. (a) By execution of this -------------------------- Agreement, the Seller Transferor does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateIssuer, without recourserecourse except as provided herein, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under (i) the Collateral Certificate and (ii) effective on the Certificate Trust Termination Date, (A) the Receivables existing at the opening of business on the Certificate Trust Termination Date, and thereafter created from time to time until the termination of Issuer, all Collections and Recoveries allocable to Issuer as provided herein and the right to any Enhancement with respect to any Series, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and (B) without limiting the generality of the foregoing or the following, all of Transferor's rights, remedies, powers and privileges under the Receivables Purchase Agreement and (C) all proceeds of any of the foregoing. Such property, together with all monies and other property credited to the Collection Account, the Series Accounts and the Excess Funding Account (including any subaccounts of any such account) and the rights of Issuer under this Agreement and the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement the assets of Issuer (as defined the "Trust Assets"). The foregoing does not constitute and is not intended to result in the UCC as creation or assumption by Issuer, Owner Trustee, Indenture Trustee or any Noteholder of any obligation of any Credit Card Originator, Servicer, Transferor or any other Person in effect in connection with the State of New York). Pursuant Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to the request of the SellerObligors, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to clearance systems or upon the order of the Seller pursuant to Section 6.2. -----------insurers.

Conveyance of Receivables. By execution of this -------------------------- Agreement, each of the Seller Transferors does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for Trustee all its right, title and interest in, to and under the benefit of the ---------- Certificateholders as of Receivables existing (i) at the close of business on the Trust Cut-Off Date, without recoursein the case of Receivables arising in the Initial Accounts owned by such Transferor, and (ii) on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all moneys due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC) thereof and all of its rightsuch Transferor's rights, title and interest in and to (ithe portion determined pursuant to Section 2.07(i) of all Allocated Interchange paid to the Account Owner. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables now existing and hereafter created and Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accountsequity), (ii) including without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all monies and investments due consents, requests, notices, directions, approvals, extensions or to become due waivers under or with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable Receivable Purchase Agreements to the Trust pursuant same extent as the Transferor could but for the assignment thereof to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of Trustee. The property described in the Trust. Such propertytwo preceding sentences, together with all monies moneys, instruments, investment property, and investments other property credited to, carried in, or on deposit, from time to time, deposit in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of and any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Servicer, the Transferors, any Account Owner, any Additional Transferor or any other Person in connection with such transferthe Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard or insurers. Any reference herein to a conveyance, assignment, set-over or other transfer to or by the Trust shall be construed as, and shall be deemed to mean, a conveyance, assignment, or other transfer to or by the Seller Trustee. Each Transferor agrees to record and file, at its own expense, a financing statement statements (including any and continuation statements with respect to such financing statements and amendments when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) Accounts owned by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect perfect, and maintain the perfection of, the sale and assignment of the such Receivables to the TrustTrustee, and to deliver a file-file stamped copy of each such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and Substitution Date, in the case of such Receivables arising in the Accounts, designated as Accounts on or prior to the Substitution Date and (if any continuation statements filed pursuant additional filing is necessary) on or prior to this Section 2.1each subsequent Addition Date, as ----------- soon as practicable after receipt thereof by in the Sellercase of such Receivables arising in Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such sale and assignment, set-over and conveyance. In connection with such transfer, the Seller Each Transferor further agrees, at its own expense, (a) on or prior to (x) the Initial Closing Substitution Date and (iy) each Addition Date thereafter, in the case of Additional Accounts owned by such Transferor, and (z) the applicable Removal Date, in the case of Removed Accounts owned by such Transferor, to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created in connection with the Accounts owned by such Transferor (other than any Additional Removed Accounts) have been transferred conveyed to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders and (iib) on or prior to the applicable Document Delivery Date, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Substitution Date, in the case of the Accounts designated on or prior to the Substitution Date, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 I to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not parties hereto intend that each transfer of Receivables and other property pursuant to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless or any Assignment constitutes a sale, and until such Account becomes not a Removed Accountsecured borrowing, for accounting purposes. The Seller intends If, and to the extent that the transfer is not deemed to be a sale, the applicable Transferor shall be deemed hereunder to have granted and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller does hereby grant to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Trustee a first priority perfected security interest in all of the Seller's its right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's Trust Assets, and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This this Agreement shall constitute constitutes a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------under applicable law.

Conveyance of Receivables. By execution of this -------------------------- Agreement(a) The Transferor hereby transfers, the Seller does hereby transferassigns, assign, set-sets over, and otherwise convey (collectively the "Conveyance") conveys to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateIssuer, without recourse, all of its the Transferor’s right, title and interest in in, to and to under (i) the Receivables now existing and hereafter created on the Closing Date and arising after the Closing Date in connection with each Initial Account, and the Accounts Receivables existing on the related Addition Date and arising after that Addition Date in connection with any accounts that meet the definition of Automatic each Additional Accounts (other than Receivables in Additional Accounts)Account, (ii) all monies and investments due or to become due with respect thereto to such Receivables (including all Finance Charge Receivables), (iii) all proceeds of such Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) Recoveries allocated to all Collections on the Trust pursuant to subsection 2.5(l)Receivables, and (v) all funds deposited ----------------- from time to time in proceeds of any Series Account now existing or hereafter establishedof the foregoing property. The Transferor does hereby further transfer, including any reserve accountassign, principal funding account, cash collateral account or spread account, set over and (vi) Interchange allocable otherwise convey to the Trust pursuant to subsection 2.5(k) and Issuer all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such propertyTransferor’s rights, together with all monies remedies, powers, privileges and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available claims under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) or with respect to the Receivables now existing and hereafter created for Purchase Agreement (whether arising pursuant to the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment terms of the Receivables Purchase Agreement or otherwise available to the TrustTransferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to deliver a file-stamped copy of such financing statement give or continuation statement withhold any and all consents, requests, notices, directions, approvals, extensions or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing waivers under or with the ----------- file-stamped copy to be provided respect to the Trustee as soon as practicable after receipt thereof by the Seller) Receivables Purchase Agreement to the Trustee on or prior same extent as the Transferor could but for the assignment thereof to the date of issuance of the Certificates and Issuer. The property described in the case of any continuation statements filed pursuant to this Section 2.1two preceding sentences, as ----------- soon as practicable after receipt thereof by shall constitute the Sellertransferred assets (the “Transferred Assets”). The foregoing transferdoes not constitute and is not intended to result in the creation or assumption by the Issuer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf Indenture Trustee or any Noteholder of any obligation of the TrustTransferor, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to hereinWFBNA, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created Person in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and Receivables or under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunderany agreement or instrument relating thereto, including without limitation, the Seller's any obligation to sell Obligors, merchant banks, merchants’ clearance systems, VISA®, Mastercard®, American Express®* or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------insurers.

Conveyance of Receivables. (a) By execution of this -------------------------- Agreement, the Seller Transferor does hereby transfer, assign, set-over, set over and otherwise convey to Issuer, without recourse except as provided herein, all its right, title and interest in, to and under (collectively a) the "Conveyance"Collateral Certificate, and (b) to effective on the Certificate Trust for Termination Date, (i) the benefit of Receivables existing at the ---------- Certificateholders as of the close opening of business on the Cut-Off Certificate Trust Termination Date, and thereafter created from time to time until the termination of Issuer, all Collections and Recoveries allocable to Issuer as provided herein and the right to any Enhancement with respect to any Series, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and (ii) without recourselimiting the generality of the foregoing or the following, all of Transferor's rights pursuant to the Receivables Purchase Agreement to receive from the RPA Seller payments made by any Merchant under any Credit Card Processing Agreement on account of amounts received by such Merchant in payment of Receivables ("IN-STORE PAYMENTS") and all proceeds of such rights. Such property, together with all monies and other property credited to the Collection Account, the Series Accounts and the Excess Funding Account (including any subaccounts of any such account) and the rights of Issuer under this Agreement and the Trust Agreement shall constitute the assets of Issuer (the "TRUST ASSETS"). The foregoing does not constitute and is not intended to result in the creation or assumption by Issuer, Owner Trustee, Indenture Trustee or any Noteholder of any obligation of any Credit Card Originator, Servicer, Transferor or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants, clearance systems or insurers. Effective on the Certificate Trust Termination Date, Transferor does hereby further transfer, assign, set over and otherwise convey to Issuer all of its right, title and interest in and to (i) under the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Purchase Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller World Omni does hereby sell, transfer, assign, set-overset over and otherwise convey, without recourse (except as expressly provided herein), to WODFI on the Initial Closing Date, in the case of the Initial Accounts, and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off applicable Addition Date, without recoursein the case of Additional Accounts, all of its right, title and interest in in, to and to (i) under the Receivables now existing in each Account and hereafter created all Collateral Security with respect thereto owned by World Omni at the close of business on the Initial Cut-Off Date (including all interest thereon accruing after October 31, 1999, whether paid or payable), in the case of the Initial Accounts, and arising on the applicable Additional Cut-Off Date, in connection with the Accounts and in connection with any accounts that meet the definition case of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) and all monies and investments due or to become due thereon and all amounts received with respect thereto and all proceeds of all of the foregoing (including all Finance Charge Receivables"proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Florida) and Recoveries thereof. Subject to Article VI, prior to the earlier of (x) the occurrence of an Early Amortization Event specified in Section 5.17(b), (iiic), (d) or (e) of the Indenture and (y) the Trust Termination Date, as of each Business Day on which Receivables are created in the Accounts (a "Transfer Date"), World Omni does hereby sell, transfer, assign, set over and otherwise convey (except as expressly provided herein) to WODFI, all of its right, title and interest in, to and under the Receivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by World Omni at the close of business on such Transfer Date and not theretofore conveyed to WODFI, all monies due or to become due and all amounts received with respect thereto and all proceeds of such all of the foregoing (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Florida) and Recoveries thereof and, with respect to any Purchased Participation Receivables, (iv) Recoveries allocated all of its rights, remedies, powers and privileges with respect to such Receivables under the Trust pursuant to subsection 2.5(l)applicable Participation Agreement. The foregoing sale, (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyanceconveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the Seller creation or an assumption by WODFI of any obligation of the Servicer, World Omni, or any other Person in connection with the Accounts, the Receivables or any Participation Interest or under any agreement or instrument relating thereto (including any Participation Agreement), including any obligation to any Dealers. In connection with such sales, World Omni agrees to record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (including any and continuation statements with respect to such financing statements when applicable) naming World Omni as "seller" and WODFI as "buyer" thereon with respect to the Receivables now existing and hereafter created for the transfer sale of chattel paper, general intangibles or accounts (as defined in Section Sections 9-105 and 9-106 of the UCC as in effect in any state where World Omni's or the State of New York Servicer's chief executive offices or Connecticut, whichever is applicablebooks and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to the TrustWODFI, and to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee WODFI on or prior to the date of issuance of the Certificates and Initial Closing Date, in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the TrustInitial Accounts, and each reference (if any additional filing is so necessary) the applicable Addition Date, in this Agreement the case of Additional Accounts. In addition, World Omni shall cause to such transfer, assignment, set-over be timely filed in the appropriate filing office any form UCC-1 financing statement and conveyance shall be construed accordinglycontinuation statement necessary to perfect any sale of Receivables to WODFI. The Trustee, except when acting as Servicer, WODFI shall be under no obligation whatsoever to file the such financing statements statement, or a continuation statements referred statement to hereinsuch financing statement, or to make any other filing under the UCC in connection with such sales. The parties hereto intend that the foregoing transfer, assignment, set-over and conveyancetransfers of Receivables effected by this Agreement be sales. In connection with such transfersales, the Seller World Omni further agrees, at its own expense, on or prior to the Initial Closing Date Date, in the case of Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (ia) to clearly xxxx indicate in its computer files to indicate that the Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security assigned, to WODFI pursuant to this Agreement and sold to the Trust pursuant to this the Trust Sale and Servicing Agreement for the benefit of the Certificateholders and pledged to the Indenture Trustee under the Indenture for the benefit of the Noteholders and the other Beneficiaries and (iib) to deliver to the Trustee WODFI a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Initial Cut-Off Date, in the case of Initial Accounts, identified by and the applicable Additional Cut-Off Date, in the case of Additional Accounts (i) its account number and setting forth (ii) the aggregate amount of Principal Receivable and Receivable balance as of the related Cut Off DateReceivables in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not In addition, in connection with such sales, World Omni shall deliver to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in WODFI all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement documents constituting "instruments" (as defined in the UCC as in effect in the State applicable jurisdiction) with such endorsements attached as WODFI may reasonably require. In consideration for the sale of New York)$758,759,633.60 of Principal Receivables, together with the Collateral Security and interest thereon, transferred to WODFI on the Initial Closing Date, WODFI shall pay to World Omni $596,700,000 in cash. Pursuant The remaining $162,059,633.60 of Principal Receivables, together with the Collateral Security and interest thereon, transferred to WODFI on the Initial Closing Date is a capital contribution to WODFI. The purchase price for the Receivables sold by World Omni to WODFI on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by WODFI and World Omni at the time of acquisition by WODFI, which price shall not, in the opinion of WODFI, be materially less favorable to WODFI than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. If and to the request of extent that WODFI shall not have funds available to pay World Omni the Sellerpurchase price for the Receivables transferred, an amount equal to the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust purchase price for such Receivables shall be deemed to be duly authenticated and delivered a capital contribution from World Omni to or upon the order of the Seller pursuant to Section 6.2. -----------WODFI.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller The Transferor does hereby transfer, assign, set-over, and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateTrustee, without recourse, all of its right, title and interest in in, to and to under (i) in the case of Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet designated on the definition of Automatic Additional Initial Closing Date (including Transferred Accounts (other than Receivables in Additional related to such Accounts), the Receivables existing at the close of business on the Initial Closing Date and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) in the case of Receivables arising in the Additional Accounts and the Supplemental Accounts (including Transferred Accounts related to such Additional Accounts and Supplemental Accounts), the Receivables existing at the close of business on the applicable Addition Cut-Off Date and thereafter created from time to time in such Accounts until the termination of the Trust, (iii) all Interchange allocable to the Trust as provided herein, (iv) all monies and investments due or to become due with respect thereto to all of the foregoing (including all including, without limitation, the right to any Finance Charge Receivables), (iii) all proceeds of such Receivablesany Collections, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(land any Recoveries), (v) all funds deposited ----------------- proceeds of all of the foregoing, (vi) the Purchase Agreement, (vii) the Bank Receivables Purchase Agreement to the extent that it relates to all of the foregoing, and (viii) computer equipment as may be elected to be transferred by the Transferor from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trusttime. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders Securityholders of any Series of CertificatesSecurities, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders Securityholders of such Series, shall constitute the assets of the Trust (collectively, the "“Trust Assets"Property”). ------------ The foregoing transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trust, the Trustee or any Investor Securityholder of any obligation of the Transferor, the Servicer, the applicable Credit Card Originator or any other Person in connection with the Accounts or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors, merchant banks, merchant clearance systems, VISA®, MasterCard®, and Discover®1 or insurers, or in connection with the Purchase Agreement or the Bank Receivables Purchase Agreement. The Transferor has issued and delivered the Preferred Stock in the name of the Trustee to the Trustee and the Trustee hereby acknowledges receipt of the Preferred Stock. In connection with such transfer, assignment, set-over and conveyance, the Seller Transferor agrees to record and file, at its own expense, a one or more financing statement statements (including any continuation statements and other amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy copies of such financing statement or statements and continuation statement statements (and other amendments) or other evidence of such filing 1 VISA, MasterCard, and Discover are registered trademarks of VISA USA, Inc., MasterCard International Incorporated., and Discover Financial Services LLC, respectively. (which may, for purposes of this Section 2.1, consist of telephone or facsimile confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Sellerfiling) to the Trustee on or prior to the date of issuance of the Certificates Securities, and in the case of any continuation statements and other amendments filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerTransferor. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller Transferor further agrees, at its own expense, (i) on or prior to (A) the Initial Closing Date Date, in the case of the Accounts designated on the Initial Closing Date, and (iB) to clearly xxxx its computer files the applicable Addition Date, in the case of Additional Accounts and Supplemental Accounts, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than any Additional Removed Accounts) and the related Trust Property have been transferred conveyed to the Trust Trustee pursuant to this Agreement for Agreement, including by identifying such Accounts in its master file maintained in its computer files with the benefit of the Certificateholders designation portfolio ID 0001 and (ii) on or prior to (A) the Amendment Closing Date, in the case of the Accounts existing on the Amendment Closing Date, and (B) the applicable Addition Date, in the case of Additional Accounts and Supplemental Accounts, to deliver to the Trustee a computer file an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts on or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth prior to the Principal Receivable and Receivable balance as of Determination Date immediately succeeding the related Cut Off DateMonthly Period during which their respective Addition Dates occur). Such file or list Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter Once the code books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account Account, the Transferor further agrees not to alter such indication during ---------- the remaining term of this Agreement Agreement, other than pursuant to Section 2.7 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least twenty (20) days’ prior written notice of its intention to do so and has taken such Account becomes a Removed Accountaction as is necessary or advisable to cause the interest of the Trustee in the Trust Property to continue to be perfected with the priority required by this Agreement. The Seller intends parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If and to the extent that the transfer pursuant to this Section 2.1 is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller does hereby grant to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Trustee a first priority perfected security interest in all of the Seller's Transferor’s right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder Property, and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------under applicable law.

Conveyance of Receivables. (a) By execution of this -------------------------- Agreement, the Seller Transferor does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateIssuer, without recourserecourse except as provided herein, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under (i) the Receivables existing at the opening of business on the Initial Cut Off Date, and thereafter created from time to time until the termination of the Issuer, all Collections and Recoveries allocable to Issuer as provided herein and the right to any Enhancement with respect to any Series, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto and (ii) without limiting the generality of the foregoing or the following, all of Transferor’s right, title and interest in and under the Receivables Purchase Agreement, including the right to receive from the RPA Seller payments made by any Merchant under any Account Processing Agreement on account of amounts received by such Merchant in payment of Receivables (“In-Store Payments”) and all proceeds of such rights. Such property, together with all monies and other property credited to the Collection Account, the Series Accounts and the Excess Funding Account (including any subaccounts of any such account) and the rights of Issuer under this Agreement and the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement the assets of Issuer (as defined the “Trust Assets”). The foregoing does not constitute and is not intended to result in the UCC as creation or assumption by Issuer, Owner Trustee, Indenture Trustee or any Noteholder of any obligation of any Account Originator, Servicer, Transferor or any other Person in effect in connection with the State of New York). Pursuant Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to the request of the SellerObligors, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to merchant banks, merchants, clearance systems or upon the order of the Seller pursuant to Section 6.2. -----------insurers.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller each Transferor does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust Trustee, on behalf of the Trust, for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateCertificateholders, without recourserecourse except as provided herein, all of its right, title and interest in interest, whether now owned or hereafter acquired, in, to and to (i) under the Receivables now existing and hereafter created and at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in connection with the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in connection with any accounts that meet the definition case of Automatic Receivables arising in the Additional Accounts (other than Receivables in including Related Accounts and Transferred Accounts with respect to such Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- in each case thereafter created from time to time in any Series Account now existing or hereafter establishedsuch Accounts until the termination of the Trust, including any reserve account, principal funding account, cash collateral account or spread account, all Issuer Rate Fees and (vi) Interchange Recoveries allocable to the Trust pursuant as provided herein, all monies due and to subsection 2.5(k) become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and “proceeds” as defined in the UCC) thereof. Each Transferor does hereby further transfer, which shall initially constitute ----------------- assign, set over and otherwise convey to the assets Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and investments other property on deposit, from time to time, deposit in the Collection Account, the Excess Series Accounts and the Special Funding Account, the Series Accounts maintained for the benefit rights of the Certificateholders Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series of Certificates, any Enhancement and all monies available under any Enhancement, the right to be provided for any Series for payment to the Certificateholders of such Series, receive Recoveries shall constitute the assets of the Trust (collectively, the "“Trust Assets"”). ------------ In connection with such transfer, assignment, set-over The foregoing does not constitute and conveyance, the Seller agrees is not intended to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect result in the State of New York creation or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to assumption by the Trust, and to deliver a file-stamped copy the Trustee, any Investor Certificateholder or any Series Enhancer of such financing statement any obligation of any Account Owner, any Transferor, any Additional Transferor, the Servicer or continuation statement or any other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing Person in connection with the ----------- file-stamped copy Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on Obligors, merchants clearance systems or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Sellerinsurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, except when acting and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as Servicersoon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, amendments thereto or to make any other filing under the UCC in connection with the foregoing such transfer, assignment, set-over and or other conveyance. In connection with such transfer, the Seller Each Transferor further agrees, at its own expense, (a) on or prior to the Initial Closing Date (i) the Substitution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts, and (iii) the applicable Removal Date, in the case of Removed Accounts, to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts (other than any Additional Accounts) have been transferred conveyed to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders (or conveyed to such Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in the securitization field of such computer files, in the case of the Initial Accounts, the code “F,” “G,” “H,” “I,” “J,” “L,” “M,” “N,” “O,” “P,” “S,” “T” or “V,” or any other related code designations specified at the dates of their designation as “Accounts” under the Original Pooling Agreement and, in the case of Additional Accounts, a similar code designation that shall be specified in the Assignment related thereto, in each case, identifying each such account as an Account and (iib) on or prior to (w) the date that is five Business Days after the Substitution Date, in the case of the Initial Accounts, (x) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Additions, (y) the date that is 90 days after the applicable Addition Date, in the case of New Accounts, and (z) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such AccountsAccounts specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Initial Cut-Off Date, in the case of the Initial Accounts, the applicable Addition Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, its account number and, other than in the case of New Accounts and the Initial Accounts, the aggregate amount of Receivables outstanding in such Account. Such Each such file or list list, as supplemented, from time to time, to reflect Related Accounts, Transferred Accounts, Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller Each Transferor further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends parties to this Agreement intend that the transfer conveyance of Trust Assets pursuant to this Agreement constitute a sale, and assignment of Receivables hereunder constitutes either not a sale of such Receivables from secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Seller Transferors hereby grant to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Trustee a first priority perfected security interest in all of the Seller's their right, title and interest ininterest, whether now owned or hereafter acquired, in and to the Receivables and the other Trust 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 Trust Assets, and all proceeds thereof, to secure their obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by (i) RFC II or Centurion Bank in their respective capacities as a “Transferor” under the Trust Assets for Original Pooling Agreement or the purpose of securing Amended PSA, as applicable, or (ii) RFC IV in its capacity as a loan in an amount equal to “Transferor under the unpaid principal amount of Amended PSA. Without limiting the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitationforegoing, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (parties hereto acknowledge and agree as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------follows:

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller Transferor does hereby transfer, assign, set over and otherwise convey to the Issuer, for the benefit of the Noteholders, without recourse except as provided herein, (a) all its right, title and interest in, to and under the Collateral Certificate, and (b) effective on the Certificate Trust Termination Date, all its right, title and interest in and to the Receivables created on or after the Certificate Trust Termination Date, all monies due or to become due and all amounts received with respect to such Receivables (including Finance Charge Receivables and Recoveries), all proceeds of such Receivables (including Insurance Proceeds) and the Interchange Amount with respect to each Collection Period commencing on or after the Certificate Trust Termination Date. Effective on the Certificate Trust Termination Date, the Transferor does hereby further transfer, assign, set-over, and otherwise convey (collectively the "Conveyance") to the Trust Issuer, for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off Date, without recourseNoteholders, all of its rightrights, title remedies, powers, privileges and interest claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to (i) give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables now existing and hereafter created and arising Purchase Agreement. The property described in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such propertyprior two sentences, together with all monies and investments on deposit, as are from time to time, time deposited in the Collection Account, the Excess Funding Account, the Series Accounts Account and any other account or accounts maintained for the benefit of the Certificateholders Noteholders (including, to the extent specified in the related Indenture Supplement, investment earnings on such amounts), all proceeds of any Series of Certificates, any Enhancement the foregoing and all monies as are from time to time available under any Enhancement, to be provided Enhancement for any Series for payment to the Certificateholders of such SeriesNoteholders, shall constitute the assets property of the Trust Issuer (collectively, the "Trust Assets"). ------------ In connection with such The foregoing transfer, assignment, set-over and conveyanceconveyance does not constitute and is not intended to result in a creation or an assumption by the Issuer, the Seller Indenture Trustee or any Noteholder of any obligation of the Servicer, the Transferor or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto including, without limitation, any obligation to any Obligors, merchant service establishments or insurers. In connection with the foregoing transfers, (i) on or prior to the date of this Agreement, the Transferor shall deliver to the Owner Trustee a registered certificate representing the Collateral Certificate, and (ii) on or prior to the Certificate Trust Termination Date, the Transferor agrees to record and file (and does hereby authorize the Issuer to record and file), at its own expensethe expense of the Transferor, a financing statement statements (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created on or after the Certificate Trust Termination Date for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableRelevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment transfers and assignments of such Receivables by the Receivables Transferor to the TrustIssuer, and to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing filings to the Indenture Trustee on or prior to the Certificate Trust Termination Date (which may, for the purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Sellerfiling) to the Trustee on or prior to the date of issuance of the Certificates and and, in the case of any continuation statements filed pursuant to this Section 2.1statements, as ----------- soon as practicable reasonably practical after receipt thereof by the Sellerthereof. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in In connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfertransfers, the Seller Transferor agrees, at its own expense, on or prior to the Initial Closing Date (i) Certificate Trust Termination Date, to indicate clearly xxxx and unambiguously in its computer files to indicate that the Receivables created on or after the Certificate Trust Termination Date in connection with the Accounts (other than any Additional AccountsAccount or Automatic Additional Account designated after the Certificate Trust Termination Date) have been transferred to the Trust Issuer pursuant to this Agreement for the benefit of the Certificateholders and (ii) Noteholders. The Transferor further agrees to deliver to the Owner Trustee (a) on or before the third Business Day following the Certificate Trust Termination Date, a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Certificate Trust Termination Date and (b) so long as Automatic Additional Accounts are being included automatically pursuant to Section 2.6(d), on or prior to each Distribution Date after the Certificate Trust Termination Date, a new computer file or microfiche list containing a true and complete list of all Accounts identified as described in the preceding clause (a) as of the last day of the most recent Collection Period or an Officer's Certificate stating that the file or list of Accounts most recently delivered pursuant to this subsection remains a true and complete list of all Accounts. Such file or list shall be marked as Schedule 1 to this Agreement, shall be delivered to the Indenture Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not Any such additional file or list shall be marked as Schedule 1 to alter this Agreement, shall be delivered to the code referenced in clause (i) Indenture Trustee as confidential and proprietary, shall replace the then existing Schedule 1 to this Agreement, and shall be incorporated into and made a part of this paragraph Agreement. The Transferor agrees, at its own expense, by the end of each Collection Period beginning on or after the Certificate Trust Termination Date in which any Transferred Accounts have been originated to indicate clearly and unambiguously in its computer files that the Receivables created in connection with respect the Transferred Accounts have been transferred to any Account during ---------- the term of Issuer pursuant to this Agreement unless and until such Account becomes a Removed Accountfor the benefit of the Noteholders. The Seller intends parties hereto intend that each transfer of Receivables and other Trust Assets pursuant to this Section 2.1 or any Assignment constitute a sale, and not a secured borrowing, for all purposes, including for accounting purposes. If and to the extent that, notwithstanding such intent, the transfer pursuant to this Section 2.1 is not deemed to constitute a sale, the Transferor shall be deemed hereunder to have granted and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller does hereby grant to the Trust or Issuer, for the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf benefit of the TrustNoteholders, a first priority security interest in all of the Seller's its right, title and interest ininterest, whether now owned or hereafter acquired, in and to the Receivables and under the all other Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all the payment of the Seller's each Series and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This this Agreement shall constitute a security agreement (as defined in under the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------UCC.

Conveyance of Receivables. By execution of this -------------------------- Agreement, Agreement ------------------------- the Seller Transferor does hereby transfer, assign, set-over, transfer and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off Datefrom time to time, without recourserecourse (except as specifically provided herein), and without any other formal or other written instrument of assignment, all of its the Transferor's right, title and interest in in, to and to under (i) all Receivables existing on the date of execution hereof and all Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts thereafter generated (other than Receivables in Additional Accountsbut excluding Reconveyed Receivables), (ii) all Related Property, (iii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, and (iv) Recoveries allocated to all Collections and other proceeds (as defined in the Trust pursuant to subsection 2.5(l), (vUCC) all funds deposited ----------------- from time to time in of any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trustforegoing. Such property, together with (x) all monies and investments relating to the Receivables on deposit, from time to time, deposit in the Collection Account, the Excess Funding Account, the Account and any other Series Accounts maintained for and (y) the benefit of the Certificateholders benefits of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, Enhancements shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ Notwithstanding anything to the contrary in this Agreement, ------------- the Trust Assets shall not include proceeds (as defined in the UCC) of returned inventory. The foregoing transfer, assignment and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Trust, the Trustee, any Enhancement Provider or any Investor Certificateholder, of any obligation of CompuCom, the Transferor or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any obligation to any Obligors or any Affiliate of or other Person to whom the Servicer may delegate servicing duties hereunder or insurers. In connection with such transfer, assignment, set-over and conveyance, the Seller Transferor agrees to record and file, at its own expense, a any financing statement statements (including any and continuation statements with respect to such financing statements when applicable) required to be filed with respect to the Receivables now existing and hereafter created for and the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) other Trust Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary under the applicable UCC to perfect the transfer and assignment of the Receivables and the other Trust Assets to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing filings under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller does hereby sell, transfer, assign, set-over, set over and otherwise convey convey, without recourse (collectively the "Conveyance") except as expressly provided herein), to the Trust for Buyer on the benefit first Effective Date, in the case of the ---------- Certificateholders Accounts existing as of the close of business Effective Date (the "Existing Accounts"), and on the Cut-Off applicable Addition Date, without recoursein the case of Additional Accounts, all of its right, title and interest in in, to and to (i) under the Receivables now existing in each Account and hereafter created all Collateral Security with respect thereto owned by the Seller at the close of business on the Effective Date, in the case of the Existing Accounts, and arising on the applicable Additional Cut-Off Date, in connection with the Accounts and in connection with any accounts that meet the definition case of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) and all monies and investments due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC and Recoveries) thereof and all Finance Charge Receivablesof the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the earlier of (x) the occurrence of an Early Amortization Event specified in Section 9.1(b), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(lc), (vd), or (e) of the Pooling and Servicing Agreement and (y) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer, all funds deposited ----------------- from time of its right, title and interest in, to time and under the Receivables in each Account (other than any Receivables created in any Series Removed Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, from and (vi) Interchange allocable to after the Trust pursuant to subsection 2.5(kapplicable Removal Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, which shall initially constitute ----------------- (including "proceeds" as defined in the assets UCC and Recoveries) thereof and all of the TrustSeller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Such propertyThe foregoing sale, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyanceconveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the Servicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements, the Floorplan Agreements and any Participation Agreement and any other obligation to any Dealer or Manufacturer. On the Effective Date, the Seller hereby contributes as capital to the Buyer (i) Receivables in the amount of three billion two hundred sixty-eight million six hundred eighty-six Contribution and Sale Agreement thousand five hundred seventy-six dollars ($3,268,686,576), together with the related Collateral Security and Floorplan Rights (defined below) and (ii) all of the Seller's right, title and interest in, to and under the Pooling and Servicing Agreement. Subject to Article VI, the purchase price for the Receivables sold by the Seller to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and the Seller at the time of acquisition by the Buyer, which price shall not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. At its option from time to time, the Seller may convey as a capital contribution to the Buyer Receivables together with the related Collateral Security and Floorplan Rights (or interests in any of the foregoing). In connection with such contributions and sales, the Seller agrees (i) to record and file, at its own expense, a financing statement on form UCC-1 (including any and continuation statements with respect to such financing statements when applicable) naming the Seller as "debtor" and the Buyer as "secured party" thereon with respect to the Receivables now existing and hereafter created for the transfer sale of chattel paper, accounts or general intangibles (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableUCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables, the Collateral Security and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the TrustBuyer, and to perfect the contribution of any items contemplated by this Agreement, and (ii) to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which mayto the Buyer promptly following such filing. In addition, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy Seller shall cause to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and timely filed in the case appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of any continuation statements filed pursuant Receivables to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Buyer shall be under no obligation whatsoever to file the such financing statements statement, or a continuation statements referred statement to hereinsuch financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the foregoing transfertransfers of Receivables and other items effected by this Agreement be sales (or, assignmentin the case of contributions, set-over and conveyancetrue contributions). In connection with such transfercontribution and sales, the Seller further agrees, at its own expense, on or prior to the Initial Closing Date Effective Date, in the case of Existing Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (ia) to clearly xxxx indicate in its books and records, which may include computer files to indicate files, that the Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to this the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries and (iib) to deliver to the Trustee Buyer a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Effective Date, in the case of Existing Accounts, identified by and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number and setting forth (ii) the aggregate amount of Principal Receivable and Receivable balance as of the related Cut Off DateReceivables in such Account. Such file or list list, as supplemented from time to time to Contribution and Sale Agreement reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not In the event that such contributions, sales and assignments are deemed to alter constitute a pledge of security for a loan, it is the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term intent of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller shall be deemed to have granted to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Buyer a first priority perfected security interest in all of the Seller's right, title and interest in, to and under (i) the Trust Assets for Receivables, the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder Collateral Security and pursuant to a Supplement all proceeds thereof and the interest accrued at Floorplan Agreements and (ii) the related certificate rate Pooling and to secure all of the Seller's Servicing Agreement, and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This that this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------under applicable law.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller The Transferor does hereby transfer, assign, set-set over, grant and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateCertificateholders, without recourse, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments moneys due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds recoveries (net of expenses of collection) on Defaulted Accounts, (iv) Insurance Proceeds relating to such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time any Enhancement provided in accordance with the terms of any Series Account now existing or hereafter establishedSupplement, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to all of its rights, remedies, powers and privileges under the Trust pursuant to subsection 2.5(kReceivables Purchase Agreement and (vii) and all proceeds thereof, which shall initially constitute ----------------- the assets of any of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust foregoing (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over setover, grant and conveyance, the Seller Transferor agrees to record and file, at its own expense, a financing statement statements (including any continuation statements with respect to such financing statements statement when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableUCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect perfect, and maintain the perfection of, the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.12.01, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Sellerfiling) to the Trustee on or prior to the date of issuance of the Certificates Certificates, and in the case of any continuation statements filed pursuant to this Section 2.12.01, as ----------- soon as practicable after receipt thereof by the SellerTransferor. The foregoing transfer, assignment, set-over setover, grant and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over setover, grant and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller Transferor agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx indicate in the Pool Index File maintained in its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders by identifying such Accounts in the Pool Index File by setting the trust indicator flag to "1," and to cause FNBO to make a similar notation in its computer files, and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees Transferor and the Servicer each agree not to alter the code file designation referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends parties intend that the transfer shall be deemed to be a sale, but if, and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or extent that, such transfer is not deemed to be a sale, the grant of a security interest in the Trust Assets Transferor shall be deemed hereunder to have granted, and does hereby so grant, to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Trustee a first priority perfected security interest in all of the SellerTransferor's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder Receivables now existing and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to and arising in connection with the Trust. This Accounts (other than Receivables in Additional Accounts), all payments on such Receivables received after the Cut Off Date, all Insurance Proceeds relating thereto and all proceeds thereof (including recoveries, net of expenses of collection on Defaulted Accounts) and Investor Accounts and that this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York)under applicable law. Pursuant to the request of the SellerTransferor, the Trustee has caused shall cause Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller Transferor pursuant to Section 6.26.02. -----------By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyances previously made by FNBO and FNBSD, as "Transferor" and "Co-Transferor" under the Existing PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows:

Conveyance of Receivables. (a) By execution of this -------------------------- Agreement, the Seller Nordstrom Credit Card Receivables II LLC or, if applicable, any Additional Transferor, does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off Date, without recourse, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be without recourse except as provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at all its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under (i) the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts, and on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, (ii) Collections and Recoveries allocable to the Trust Assets as provided herein and all monies due or to become due and all amounts received or receivable with respect thereto (including proceeds of the reassignment of the Receivables to the Transferor pursuant to Section 2.05(a) or 2.06), (iii) all Eligible Investments and all monies, investment properties, instruments and other property credited to the Collection Account, the Series Accounts and the Special Funding Account (including any subaccount of any such account), and all interest, dividends, earnings, income and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount), (iv) all rights, remedies powers, privileges and claims of the Transferor under or with respect to any Series Enhancement, the rights of the Transferor under this Agreement and the Trust Agreement with respect to any Series (whether arising pursuant to the terms of such Enhancement Agreement, the Trust Agreement or this Agreement or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce such Enhancement Agreement, the Trust Agreement or this Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Series Enhancement, the Trust Agreement or this Agreement to the same extent as the Transferor could but for the purpose of securing a loan in an amount equal assignment and security interest granted to the unpaid principal amount Indenture Trustee for the benefit of the Investor Certificates issued hereunder and pursuant Noteholders, (v) the rights of the Transferor to a Supplement any property conveyed to the Trust and the interest accrued at right to receive Recoveries attributed to cardholder charges for merchandise and services in the Accounts, (vi) the rights of the Seller and the Transferor under the Operating Agreement and the Participation Agreement, as applicable, (vii) all Insurance Proceeds related certificate rate to the Receivables, (viii) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from, or related to secure the foregoing, (ix) any rights of the Transferor under the Receivables Purchase Agreements, (x) all present and future claims, demands, causes and choses in action in respect of any or all of the Seller's foregoing and (xi) any and all proceeds of the foregoing; in each case, including any rights of the Owner Trustee and the Servicer's obligations hereunderTrust pursuant to the Transaction Documents, but excluding the Transferor Interest and all amounts distributable to the holders of any Certificates pursuant to the terms of any Transaction Document, shall constitute the assets of the Trust (the “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of any Account Owner, any Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including without limitation, the Seller's any obligation to sell Obligors, merchant banks, merchants clearance systems or transfer insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance of the Receivables hereafter created (or any interest therein) to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller does hereby sell, transfer, assign, set-over, set over and otherwise convey convey, without recourse (collectively the "Conveyance") except as expressly provided herein), to the Trust for the benefit of the ---------- Certificateholders as and the other Beneficiaries on the first Closing Date (a) all of its right, title and interest in, to and under the Receivables and all Collateral Security with respect thereto, if any, owned by the Seller at the close of business on the Cut-Off Date and all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds"), as defined in Section 9-306 of the UCC as in effect in the State of Michigan, and Recoveries) thereof and (b) all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreements. As of each Business Day prior to the earlier of (i) the occurrence of an Early Amortization Event specified in Section 9.01(a) or (b) and (ii) the Trust Termination Date, on which Receivables are created (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourserecourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest in in, to and to (i) under the Receivables now existing and hereafter created all Collateral Security with respect thereto, if any, owned by the Seller at the close of business on such Transfer Date and arising in connection with not theretofore conveyed to the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts)Trust, (ii) all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof(including "proceeds", which shall initially constitute ----------------- the assets as defined in Section 9-306 of the TrustUCC as in effect in the State of Michigan, and Recoveries) thereof. Such property, together with all monies on deposit in, and investments on depositEligible Investments credited to, from time to time, in the Collection Account or any Series Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of and any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, Enhancements shall collectively constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such The foregoing sale, transfer, assignment, set-over and conveyanceconveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Trust, the Trustee, any Agent or any Beneficiary of any obligation of Federal-Mogul, the Seller or any other Person in connection with the Receivables or under the Receivables Purchase Agreements or any other agreement or instrument relating thereto, including any obligation to any Obligors. In connection with such sales, the Seller agrees to record and file, at its own expense, a financing statement or statements on form UCC-1 (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer sale of accounts and general intangibles (as defined in Section 9-106 of the UCC as in effect in any state where the State of New York Seller's or Connecticut, whichever is applicableFederal-Mogul's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and all proceeds thereof to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Sellerfirst Closing Date. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Trustee shall be under no obligation whatsoever to file the such financing statements statement or statements, or a continuation statements referred statement to hereinsuch financing statement or statements, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyancesuch sales. In connection with such transfersales, the Seller further agrees, at its own expense, on or prior to the Initial Closing Date (i) Date, to clearly xxxx cause each of Federal-Mogul and its subsidiaries to indicate in its computer files files, as required by the Receivables Purchase Agreements, that the Receivables have been sold, and will continue to indicate that Receivables created be sold, to the Seller in connection accordance with the Accounts (other than any Additional Accounts) Receivables Purchase Agreements and have been transferred sold, and will continue to be sold, to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver the other Beneficiaries. It is the intention of the parties hereto that the conveyance be characterized as a sale. If, however, such conveyance is not characterized as a sale, the Seller hereby grants to the Trustee a computer file or microfiche list containing a true and complete list of all such AccountsTrustee, identified by account number and setting forth for the Principal Receivable and Receivable balance as benefit of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this AgreementInvestor Certificateholders, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined property described in the UCC as in effect in the State first paragraph of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to this Section 6.2. -----------2.01.

Conveyance of Receivables. By execution of this -------------------------- AgreementThe Transferor hereby transfers, the Seller does hereby transferassigns, assign, set-sets over, and otherwise convey (collectively the "Conveyance") conveys to the Trust for the benefit Trustee, without recourse, all of the ---------- Certificateholders as of Transferor’s right, title and interest in, to and under the Receivables existing at the close of business on the Cut-Off Amendment Closing Date, without recourse, all in the case of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Initial Accounts (including all related Transferred Accounts), and at the close of business on the related Addition Date, in connection with any accounts that meet the definition case of Automatic Receivables arising in the Additional Accounts (other than Receivables in Additional including all related Transferred Accounts), (ii) and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all monies and investments due or to become due with respect thereto to such Receivables (including all Finance Charge Receivables), (iii) all Interchange allocable to the Trust as provided herein, all proceeds of such Receivables, (iv) Insurance Proceeds and Recoveries allocated relating to such Receivables and the proceeds thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust Trustee all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to subsection 2.5(lthe terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), (v) including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all funds deposited ----------------- from time to time in any Series Account now existing consents, requests, notices, directions, approvals, extensions or hereafter established, including any reserve account, principal funding account, cash collateral account waivers under or spread account, and (vi) Interchange allocable with respect to the Trust pursuant Receivables Purchase Agreement to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of same extent as the TrustTransferor could but for the assignment thereof to the Trustee. Such propertyThe property described in the two preceding sentences, together with all monies and investments other property on deposit, from time to time, deposit in the Collection Principal Account, the Excess Funding Finance Charge Account, the Series Accounts maintained for the benefit of the Certificateholders of and any Series of Certificates, any Credit Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectivelythe “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the "Trust Assets")Trustee, any Investor Certificateholder or any Credit Enhancement Provider of any obligation of the Transferor, the Servicer, the applicable Account Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard, American Express or insurers. ------------ In connection with such transfer, assignment, set-over set‑over and conveyance, the Seller Transferor agrees to record and file, at its own expense, a all financing statement statements (including any amendments of financing statements and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableDelaware UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of the assignment of the Receivables to the TrustTrustee, and to deliver a file-stamped file‑stamped copy of such financing statement statements, amendments of financing statements or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided filings to the Trustee on or prior to the Amendment Closing Date, and in the case of any amendments of financing statements or continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerTransferor. The foregoing transfer, assignment, set-over set‑over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over set‑over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller Transferor agrees, at its own expense, (i) on or prior to (A) the Amendment Closing Date, in the case of the Initial Closing Date Accounts, and (iB) to clearly xxxx its computer files the applicable Addition Date, in the case of the Additional Accounts, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than any Additional Removed Accounts) and the related Trust Assets have been transferred to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders Certificateholders, and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accountsan Account Schedule. Each Account Schedule, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter Once the code books and records (including the appropriate computed files) referenced in clause (i) of this paragraph have been indicated with respect to any Account Account, the Transferor further agrees not to alter such indication during ---------- the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller Transferor further agrees to deliver to the Trust or Trustee on a bi‑monthly basis, and as promptly as possible after the grant of a security interest in the Trust Assets to the Trust. The SellerTrustee may at any time request, thereforean updated Account Schedule, transfers which shall be true and grants to complete and, if so requested by the Trustee, on behalf which shall be delivered to the Trustee as promptly as possible after the Trustee may at any time request tracing information with respect to Transferred Accounts. The Accounts shall be identified in the Pool Index File with the designation “1994‑MT” and/or “1994MT”, and the Transferor shall not instruct or authorize the applicable Account Owner to alter such file designation with respect to any Account during the term of this Agreement unless and until an Account becomes a Removed Account or a Defaulted Account. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the Trustextent that, notwithstanding such intent, the transfer pursuant to this Section 2.01 is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Seller's Transferor’s right, title and interest in, to and under the Trust Assets for Receivables existing at the purpose close of securing a loan business on the Amendment Closing Date, in an amount equal the case of Receivables arising in the Initial Accounts (including all related Transferred Accounts), and at the close of business on the day preceding the related Addition Date, in the case of Receivables arising in the Additional Accounts (including all related Transferred Accounts), and in each case thereafter created from time to time in such Accounts until the unpaid principal amount termination of the Investor Certificates issued hereunder Trust, all moneys due or to become due with respect to such Receivables (including all Finance Charge Receivables), all proceeds of such Receivables and pursuant all Insurance Proceeds and Recoveries relating to a Supplement such Receivables and the interest accrued at the related certificate rate all proceeds thereof and to secure all of the Seller's Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Servicer's obligations hereunderReceivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including without limitation, the Seller's obligation rights of the Transferor to sell enforce the Receivables Purchase Agreement and to give or transfer Receivables hereafter created withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Trust. This Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee, and this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York)under applicable law. Pursuant to the request of the SellerTransferor, the Trustee has caused shall cause Certificates in authorized denominations evidencing the entire interest interests in the Trust to be duly authenticated and delivered to or upon the order of the Seller Transferor pursuant to Section 6.26.02. -----------By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to (i) cancel, release or in any way impair the conveyance made by FIA in its capacity as “Seller” under the Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of the Second Amended and Restated Pooling and Servicing Agreement or the Third Amended and Restated Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows:

Conveyance of Receivables. (a) By execution of this -------------------------- ------------------------- Agreement, each of HRF and, in the Seller case of Additional Accounts, HRF or, if applicable, any Additional Transferor does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off Date, without recourse, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Owner Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, without recourse except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to provided herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at all its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for Receivables existing at the purpose close of securing a loan business on the Initial Cut-Off Date, in an amount equal the case of Receivables arising in the Initial Accounts, and on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all Interchange and Recoveries allocable to the unpaid principal amount of the Investor Certificates issued hereunder Trust as provided herein, all monies due or to become due and pursuant to a Supplement all amounts received or receivable with respect thereto and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, proceeds (including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement ("proceeds" as defined in the UCC as in effect UCC) thereof. Such property, together with all monies and other property credited to the Collection Account, the Series Accounts and the Special Funding Account (including any subaccounts of such account), the Preferred Stock of the Transferor, the property conveyed to the Owner Trustee on behalf of the Trust under any Participation Interest Supplement and the right to receive Recoveries attributed to Obligor charges for merchandise and services in the State Accounts shall constitute the assets of New Yorkthe Trust (the "Trust Assets"). Pursuant The ------------ foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of the Bank or other Account Owner or the Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard or insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance of the Receivables to the request Owner Trustee on behalf of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------Trust.

Conveyance of Receivables. By execution of this -------------------------- Agreement, each of the Seller Sellers does hereby sell, transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust Trustee, on behalf of the Trust, for the benefit of the ---------- Certificateholders as of Certificateholders, all its right, title and interest in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, without recoursein the case of Receivables arising in the Initial Accounts, and on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds (including “proceeds” as defined in the UCC) thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, deposit in the Collection Account, the Excess Funding AccountSeries Accounts, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, the right to be provided receive certain Interchange attributed to cardholder charges for any Series for payment to merchandise and services in the Certificateholders of such Series, Accounts shall constitute the assets of the Trust (collectivelythe “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the "Trust Assets"). ------------ In Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Servicer, Citibank, any Additional Seller, any other Account Owner or any other Person in connection with such transferthe Accounts or the Receivables or under any agreement or instrument relating thereto, assignmentincluding any obligation to Obligors, set-over and conveyancemerchant banks, the Seller agrees merchants clearance systems, VISA, MasterCard, American Express or insurers. The Sellers agree to record and file, at its their own expense, a financing statement statements (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect perfect, and maintain the perfection of, the sale and assignment of the Receivables to the Trust, and to deliver a file-file stamped copy of each such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and first Closing Date, in the case of Receivables arising in the Initial Accounts, and (if any continuation statements filed pursuant to this Section 2.1additional filing is so necessary) the applicable Addition Date, as ----------- soon as practicable after receipt thereof by in the Sellercase of Receivables arising in Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such sale and assignment, set-over and conveyance. In connection with such transfer, the Seller agreesThe Sellers further agree, at its their own expense, (a) on or prior to (x) the first Closing Date, in the case of the Initial Closing Date Accounts, (iy) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (iib) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the date that is ten Business Days after the applicable Addition Date, in the case of Lump Additions, and (z) the date that is 90 days after the applicable Addition Date, in the case of New Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Trust Cut-Off Date, in the case of the Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees parties hereto intend that each transfer of Receivables and other property to the Trust pursuant to this Agreement (including each Assignment) constitute a sale, and not a secured borrowing, including under generally accepted accounting principles in effect for reporting periods before November 15, 2009. By executing this Agreement, the parties hereto do not intend to alter the code referenced in clause (i) cancel, release or in any way impair the conveyances made by Citibank (South Dakota), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement or by Citibank (Nevada), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement or (ii) impair or negate the legal effect of the Prior Pooling and Servicing Agreement prior to the execution of this paragraph with respect to any Account during ---------- Agreement. Without limiting the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitationforegoing, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (parties hereto acknowledge and agree as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------follows:

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller Nordstrom Private Label Receivables LLC or, if applicable, any Additional Transferor, does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for Trust, without recourse except as provided herein, all its right, title and interest in, to and under the benefit of the ---------- Certificateholders as of Receivables existing at the close of business on the Initial Cut-Off Date, without recoursein the case of Receivables arising in the Initial Accounts, and on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all of its rightRecoveries allocable to the Trust as provided herein and the right to any Series Enhancement with respect to any Series, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection each case together with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due and all amounts received or receivable with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds (including "proceeds" as defined in the UCC) thereof, which shall initially constitute ----------------- . The property described in the assets of the Trust. Such propertypreceding sentence, together with all monies and investments on deposit, from time other property credited to time, in the Collection Account, the Excess Series Accounts and the Special Funding AccountAccount (including any subaccounts of such account), the Series Accounts maintained for the benefit rights of the Certificateholders of any Series of CertificatesTrust under this Agreement and the Trust Agreement, any Enhancement and all monies available the property conveyed to the Trust under any Enhancement, Participation Interest Supplement and the right to be provided receive Recoveries attributed to cardholder charges for any Series for payment to merchandise and services in the Certificateholders of such Series, Accounts shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of any Account Owner, any Transferor, the Servicer or any other Person in connection with such the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems or insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance, conveyance of the Seller Receivables to the Trust. Each Transferor agrees to record and file, at its own expense, a financing statement statements (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now conveyed by such Transferor existing on the Initial Cut-Off Date and hereafter thereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect perfect, and maintain the perfection of, the transfer and assignment of the its interest in such Receivables to the Trust, and to deliver a file-file stamped copy of each such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Owner Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and first Closing Date, in the case of Receivables arising in the Initial Accounts, and (if any continuation statements filed pursuant to this Section 2.1, additional filing is so necessary) as ----------- soon as practicable after receipt thereof by the Sellerapplicable Addition Date, in the case of Receivables arising in Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Owner Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such transfer and assignment, set-over and conveyance. In connection with such transfer, the Seller Each Transferor further agrees, at its own expense, on or prior to the Initial Closing Date (i) the first Closing Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts with respect to clearly xxxx such Transferor, if any, and (iii) the applicable Removal Date, in the case of Removed Accounts with respect to such Transferor, (a) to cause each Account Owner to indicate in its respective computer files to indicate that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts (other than any Additional Accounts) have been transferred conveyed to the Trust pursuant to this Agreement for (or conveyed to each such Transferor or its designee in accordance with Section 2.10, in the benefit case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in such computer files a clearly specified code correctly indicating the Trust's ownership of the Certificateholders Receivables, and (iib) to deliver to the Owner Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Initial Cut-Off Date, in the case of the Initial Accounts, identified by the applicable Addition Cut-Off Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Dateaggregate amount outstanding in such Account. Such Each such file or list list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller Each Transferor further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that If the transfer and assignment of arrangements with respect to the Receivables hereunder constitutes either shall constitute a loan and not a purchase and sale of such Receivables from Receivables, it is the Seller intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and each Transferor hereby grants to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Sellersuch Transferor's right, title and interest interest, whether owned on the Initial Cut-Off Date or thereafter acquired, in, to and under the Trust Assets for the purpose Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of securing a loan in an amount equal deposit, letters of credit, and advices of credit consisting of, arising from or related to the unpaid principal amount of the Investor Certificates issued hereunder Trust Assets, and pursuant to a Supplement and the interest accrued at the related certificate rate and all proceeds thereof, to secure all of the Seller's and the Servicer's its obligations hereunder, including without limitation, . To the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire extent that any Transferor retains any interest in the Trust Assets, such Transferor grants to be duly authenticated the Issuer a security interest in all of such Transferor's right, title, and delivered interest, whether owned on the Initial Cut-Off Date or thereafter acquired, in, to and under the Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from, or upon related to the order Trust Assets, and all proceeds thereof (collectively, the "Indenture Collateral"), to secure its obligations hereunder. With respect to the Indenture Collateral, the Issuer shall have all of the Seller pursuant rights that it has under the Indenture and the all of the rights of a secured creditor under the UCC. The Transferor shall perform all actions necessary to Section 6.2. -----------maintain the perfection priority of Trust's security interest in the Indenture Collateral.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller VCI does hereby sell, transfer, assign, set-overcontribute, set over and otherwise convey, without recourse (except as expressly provided herein), to VDF on the Initial Closing Date, in the case of the Initial Accounts, and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off applicable Addition Date, without recoursein the case of Additional Accounts, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for Receivables in each Account and all Collateral Security with respect thereto owned by VCI at the purpose close of securing a loan business on the Initial Cut-Off Date (including all interest thereon accruing after June 30, 2000, whether paid or payable), in an amount equal to the unpaid principal amount case of the Investor Certificates issued hereunder Initial Accounts, and pursuant on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to a Supplement become due thereon and the interest accrued at the related certificate rate all amounts received with respect thereto and to secure all proceeds of all of the Seller's and the Servicer's obligations hereunder, foregoing (including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement ("proceeds" as defined in Section 9-102 of the UCC) and Recoveries thereof (all such assets conveyed pursuant to this Agreement, the "Conveyed Assets"). Subject to Article VI, prior to the earlier of (x) the occurrence of an Early Amortization Event specified in Section 5.17(a), (b), (c), (d), (e) or (f) of the Indenture and (y) the Trust Termination Date, as of each Business Day on which Receivables are created in the Accounts (a "Transfer Date"), VCI does hereby sell, transfer, assign, set over and otherwise convey (except as expressly provided herein) to VDF, all of its right, title and interest in, to and under the Receivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by VCI at the close of business on such Transfer Date and not theretofore conveyed to VDF, all monies due or to become due and all amounts received with respect thereto and all proceeds of all of the foregoing (including "proceeds" as defined in Section 9-102 of the UCC) and Recoveries thereof. The foregoing sale, contribution, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by VDF of any obligation of the Servicer, VCI, or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers. It is the express intent of the parties hereto that the conveyance of the Conveyed Assets by VCI be, and be construed as, sales and contributions of such Conveyed Assets by VCI to VDF, and not a pledge by VCI to VDF to secure a debt or other obligations of VCI. However, in the event that, notwithstanding the aforementioned intent of the parties, any such Conveyed Assets are held to be the property of VCI, then it is the express intent of the parties to this Agreement that this Agreement constitutes a "security agreement" under the UCC as in effect in the State of New York). Pursuant and applicable law, and VCI hereby grants to the request of the SellerVDF a first priority, the Trustee has caused Certificates in authorized denominations evidencing the entire continuing lien and security interest in all right, title and interest of VCI in, to and under the Trust to be duly authenticated Conveyed Assets sold and delivered to or upon the order of the Seller contributed pursuant to Section 6.2this Agreement, and all proceeds in respect thereof. -----------VCI shall take such actions, as may be necessary to ensure that if this Agreement were deemed to create a security interest, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such for the term of this Agreement.

Conveyance of Receivables. By execution of this -------------------------- ------------------------- Agreement, the Seller Transferor does hereby transfer, assign, set-set over, and otherwise convey (collectively the "Conveyance") to the Trust Trustee, on behalf of the Trust, for the benefit of the ---------- Certificateholders Securityholders, without recourse except as of provided herein, all its right, title and interest in, to and under (i) the Receivables existing at the close of business on the Initial Issuance Date, in the case of Receivables arising in the Initial Accounts, and on each Additional Cut-Off Date, without recoursein the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all of its rightInter change and Recoveries allocable to the Trust as provided herein, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- (including "proceeds" as defined in the assets of the TrustUCC) thereof and (ii) each Receivables Purchase Agreement. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for and the benefit of the Certificateholders of any Series of Certificates, any Enhancement Special Funding Account and all monies available on deposit in any such account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any EnhancementParticipation Interest Supplement, to be provided for any Series for payment Enhancement and the right to the Certificateholders of such Series, receive Recoveries shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Securityholder or any Series Enhancer of any obligation of any Account Owner or the Transferor, the Servicer or any other Person in connection with such the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard or insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment conveyance of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The TrusteeTransferor agrees to record and file, except at its own expense, financing statements (and continuation statements when acting applicable) with respect to the Receivables conveyed by the Transferor now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as Servicerare necessary to perfect, and maintain the perfection of, the transfer and assignment of its interest in such Receivables to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Trustee as soon as practicable after the first Closing Date, in the case of Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Receivables arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such transfer and assignment, set-over and conveyance. In connection with such transfer, the Seller The Transferor further agrees, at its own expense, (a) on or prior to (x) the first Closing Date, in the case of the Initial Closing Date Accounts, (iy) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts (other than any Additional Accounts) have been transferred conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders Securityholders (or conveyed to the Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in the PORTFOLIO ID field of such computer files the code "17," "18," "19," "20," "21" or "22" identifying each such Account and (iib) on or prior to deliver (w) the first Closing Date, in the case of the Initial Accounts, (x) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Additions, (y) the date that is 30 days after the applicable Addition Date, in the case of New Accounts, and (z) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver, or cause to be delivered, to the Trustee Trustee, a copy of the computer file or microfiche list delivered to the Transferor pursuant to the related Receivables Purchase Agreement, containing a true and complete list of all such AccountsAccounts specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Initial Issuance Date, in the case of the Initial Accounts, the applicable Additional Cut-Off Date. Such Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstand ing in such Account and the aggregate amount of Principal Receivables outstanding in such Account, it being understood that the delivery of any such computer file or microfiche list by or on behalf of PFRF before the date hereof shall constitute compliance by the Transferor with the delivery requirements of this paragraph. Each such file or list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller Transferor further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer Transferor hereby grants and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets transfers to the Trust. The Seller, therefore, transfers and grants to for the Trustee, on behalf benefit of the TrustSecurityholders, a first priority security interest in all of the SellerTransferor's right, title and interest in, to and under the Receivables and all other Trust Assets for the purpose of securing Assets, to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates Securities issued hereunder and or to be issued pursuant to a Supplement this Agreement and the interest accrued at the related certificate rate Security Rate, and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This agrees that this Agreement shall constitute a security agreement (under applicable law. The parties hereto hereby acknowledge their intent to treat the transaction contemplated hereby as defined in the UCC a sale, and not as in effect in the State of New York). Pursuant to the request of the Sellera secured borrowing, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------for accounting purposes.

Conveyance of Receivables. (a) By execution of this -------------------------- Agreement, the Seller does hereby transferTransferor transfers, assignassigns, set-over, sets over and otherwise convey (collectively the "Conveyance") conveys to the Trust Trust, for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off Date, without recourseHolders, all of its right, title and interest in in, to and to under (i) the Receivables now existing at the close of business on the Trust Cut Off Date and hereafter created and thereafter arising from time to time in connection with the Initial Accounts and the Receivables existing on each applicable Addition Date and thereafter arising from time to time in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments Recoveries allocable to the Trust as provided herein, all moneys due or to become due and all amounts received with respect thereto to, and proceeds of, any of the foregoing, and (including ii) without limiting the generality of the foregoing or the following, all Finance Charge Receivables), of Transferor's rights to receive payments made by any Merchant under any Credit Card Processing Agreement on account of amounts received by such Merchant in payment of Receivables (iii"In-Store Payments") and all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trustrights. Such property, together with all monies and investments moneys on deposit, from time to time, deposit in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of CertificatesAccounts, any Enhancement and all monies available under any Enhancement, the security interest granted pursuant to be provided for any Series for payment to the Certificateholders of such Series, Section 3.9(a) shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over The foregoing does not constitute and conveyance, the Seller agrees is not intended to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect result in the State of New York creation or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to assumption by the Trust, and to deliver a file-stamped copy Trustee, any Investor Holders or any Enhancement Provider of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance any obligation of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1Credit Card Originator, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements Transferor or continuation statements referred to herein, or to make any other filing under the UCC Person in connection with the Accounts or the Receivables or under any agreement or instrument relating there to, including any obligation to obligors, merchant banks, merchants clearance systems or insurers. If the foregoing transfer, assignment, set-over setover and conveyance. In connection with such transfer, conveyance is not deemed to be an absolute assignment of the Seller agrees, at its own expense, on or prior subject property to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement Trustee, for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such AccountsInvestor Holders, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list then it shall be marked as Schedule 1 deemed to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made constitute a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants such property to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount benefit of the Investor Certificates issued hereunder and pursuant to a Supplement Holders, and the interest accrued at the related certificate rate and Transferor Interest shall be deemed to secure all of the Sellerrepresent Transferor's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined equity in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------collateral granted.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller does hereby sell, transfer, assign, set-over, set over and otherwise convey convey, without recourse (collectively the "Conveyance") except as expressly provided herein), to the Trust for Buyer on the benefit first Effective Date, in the case of the ---------- Certificateholders Accounts existing as of the close of business Effective Date (the "Existing Accounts"), and on the Cut-Off applicable Addition Date, without recoursein the case of Additional Accounts, all of its right, title and interest in in, to and to (i) under the Receivables now existing in each Account and hereafter created all Collateral Security with respect thereto owned by the Seller at the close of business on the Effective Date, in the case of the Existing Accounts, and arising on the applicable Additional Cut-Off Date, in connection with the Accounts and in connection with any accounts that meet the definition case of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) and all monies and investments due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC and Recoveries) thereof and all Finance Charge Receivablesof the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the earlier of (x) the occurrence of an Early Amortization Event specified in Section 9.1(b), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(lc), (vd), or (e) of the Pooling and Servicing Agreement and (y) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer, all funds deposited ----------------- from time of its right, title and interest in, to time and under the Receivables in each Account (other than any Receivables created in any Series Removed Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, from and (vi) Interchange allocable to after the Trust pursuant to subsection 2.5(kapplicable Removal Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof, which shall initially constitute ----------------- (including "proceeds" as defined in the assets UCC and Recoveries) thereof and all of the TrustSeller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Such propertyThe foregoing sale, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyanceconveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the Servicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation under the Financing Agreements, the Floorplan Agreements and any Participation Agreement and any other obligation to any Dealer or Manufacturer. On the Effective Date, the Seller hereby contributes as capital to the Buyer (i) Receivables in the amount of three billion two hundred sixty-eight million six hundred eighty-six thousand five hundred seventy-six dollars ($3,268,686,576), together with the related Collateral Security and Floorplan Rights (defined below) and (ii) all of the Seller's right, title and interest in, to and under the Pooling and Servicing Agreement. Subject to Article VI, the purchase price for the Receivables sold by the Seller to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and the Seller at the time of acquisition by the Buyer, which price shall not, in the opinion of the Buyer, be materially less favorable to the Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. At its option from time to time, the Seller may convey as a capital contribution to the Buyer Receivables together with the related Collateral Security and Floorplan Rights (or interests in any of the foregoing). In connection with such contributions and sales, the Seller agrees (i) to record and file, at its own expense, a financing statement on form UCC-1 (including any and continuation statements with respect to such financing statements when applicable) naming the Seller as "debtor" and the Buyer as "secured party" thereon with respect to the Receivables now existing and hereafter created for the transfer sale of chattel paper, accounts or general intangibles (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableUCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables, the Collateral Security and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the TrustBuyer, and to perfect the contribution of any items contemplated by this Agreement, and (ii) to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which mayto the Buyer promptly following such filing. In addition, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy Seller shall cause to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and timely filed in the case appropriate filing office any UCC-1 financing statement and continuation statement necessary to perfect any sale of any continuation statements filed pursuant Receivables to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Buyer shall be under no obligation whatsoever to file the such financing statements statement, or a continuation statements referred statement to hereinsuch financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the foregoing transfertransfers of Receivables and other items effected by this Agreement be sales (or, assignmentin the case of contributions, set-over and conveyancetrue contributions). In connection with such transfercontribution and sales, the Seller further agrees, at its own expense, on or prior to the Initial Closing Date Effective Date, in the case of Existing Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (ia) to clearly xxxx indicate in its books and records, which may include computer files to indicate files, that the Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to this the Pooling and Servicing Agreement for the benefit of the Certificateholders and the other Beneficiaries and (iib) to deliver to the Trustee Buyer a computer file or microfiche or written list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Effective Date, in the case of Existing Accounts, identified by and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number and setting forth (ii) the aggregate amount of Principal Receivable and Receivable balance as of the related Cut Off DateReceivables in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not In the event that such contributions, sales and assignments are deemed to alter constitute a pledge of security for a loan, it is the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term intent of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller shall be deemed to have granted to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Buyer a first priority perfected security interest in all of the Seller's right, title and interest in, to and under (i) the Trust Assets for Receivables, the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder Collateral Security and pursuant to a Supplement all proceeds thereof and the interest accrued at Floorplan Agreements and (ii) the related certificate rate Pooling and to secure all of the Seller's Servicing Agreement, and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This that this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------under applicable law.

Conveyance of Receivables. By execution of this -------------------------- AgreementThe Transferor hereby transfers, the Seller does hereby transferassigns, assign, set-sets over, and otherwise convey (collectively the "Conveyance") conveys to the Trust for the benefit Trustee, without recourse, all of the ---------- Certificateholders as of Transferor’s right, title and interest in, to and under the Receivables existing at the close of business on the Cut-Off Amendment Closing Date, without recourse, all in the case of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Initial Accounts (including all related Transferred Accounts), and at the close of business on the related Addition Date, in connection with any accounts that meet the definition case of Automatic Receivables arising in the Additional Accounts (other than Receivables in Additional including all related Transferred Accounts), (ii) and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all monies and investments due or to become due with respect thereto to such Receivables (including all Finance Charge Receivables), (iii) all Interchange allocable to the Trust as provided herein, all proceeds of such Receivables, (iv) Insurance Proceeds and Recoveries allocated relating to such Receivables and the proceeds thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust Trustee all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to subsection 2.5(lthe terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), (v) including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all funds deposited ----------------- from time to time in any Series Account now existing consents, requests, notices, directions, approvals, extensions or hereafter established, including any reserve account, principal funding account, cash collateral account waivers under or spread account, and (vi) Interchange allocable with respect to the Trust pursuant Receivables Purchase Agreement to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of same extent as the TrustTransferor could but for the assignment thereof to the Trustee. Such propertyThe property described in the two preceding sentences, together with all monies and investments other property on deposit, from time to time, deposit in the Collection Principal Account, the Excess Funding Finance Charge Account, the Series Accounts maintained for the benefit of the Certificateholders of and any Series of Certificates, any Credit Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectivelythe “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the "Trust Assets")Trustee, any Investor Certificateholder or any Credit Enhancement Provider of any obligation of the Transferor, the Servicer, the applicable Account Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard, American Express or insurers. ------------ In connection with such transfer, assignment, set-over set‑over and conveyance, the Seller Transferor agrees to record and file, at its own expense, a all financing statement statements (including any amendments of financing statements and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableDelaware UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of the assignment of the Receivables to the TrustTrustee, and to deliver a file-stamped file‑stamped copy of such financing statement statements, amendments of financing statements or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided filings to the Trustee on or prior to the Amendment Closing Date, and in the case of any amendments of financing statements or continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerTransferor. The foregoing transfer, assignment, set-over set‑over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over set‑over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller Transferor agrees, at its own expense, (i) on or prior to (A) the Amendment Closing Date, in the case of the Initial Closing Date Accounts, and (iB) to clearly xxxx its computer files the applicable Addition Date, in the case of the Additional Accounts, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than any Additional Removed Accounts) and the related Trust Assets have been transferred to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders Certificateholders, and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accountsan Account Schedule. Each Account Schedule, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter Once the code books and records (including the appropriate computed files) referenced in clause (i) of this paragraph have been indicated with respect to any Account Account, the Transferor further agrees not to alter such indication during ---------- the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller Transferor further agrees to deliver to the Trust or Trustee on a bi‑monthly basis, and as promptly as possible after the grant of a security interest in the Trust Assets to the Trust. The SellerTrustee may at any time request, thereforean updated Account Schedule, transfers which shall be true and grants to complete and, if so requested by the Trustee, on behalf which shall be delivered to the Trustee as promptly as possible after the Trustee may at any time request tracing information with respect to Transferred Accounts. The Accounts shall be identified in the Pool Index File with the designation of either “1994‑MT” or “1994MT”, and the TrustTransferor shall not instruct or authorize the applicable Account Owner to alter such file designation with respect to any Account during the term of this Agreement unless and until an Account becomes a Removed Account or a Defaulted Account. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the extent that, notwithstanding such intent, the transfer pursuant to this Section 2.01 is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Seller's Transferor’s right, title and interest in, to and under the Trust Assets for Receivables existing at the purpose close of securing a loan business on the Amendment Closing Date, in an amount equal the case of Receivables arising in the Initial Accounts (including all related Transferred Accounts), and at the close of business on the day preceding the related Addition Date, in the case of Receivables arising in the Additional Accounts (including all related Transferred Accounts), and in each case thereafter created from time to time in such Accounts until the unpaid principal amount termination of the Investor Certificates issued hereunder Trust, all moneys due or to become due with respect to such Receivables (including all Finance Charge Receivables), all proceeds of such Receivables and pursuant all Insurance Proceeds and Recoveries relating to a Supplement such Receivables and the interest accrued at the related certificate rate all proceeds thereof and to secure all of the Seller's Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Servicer's obligations hereunderReceivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including without limitation, the Seller's obligation rights of the Transferor to sell enforce the Receivables Purchase Agreement and to give or transfer Receivables hereafter created withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Trust. This Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee, and this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York)under applicable law. Pursuant to the request of the SellerTransferor, the Trustee has caused shall cause Certificates in authorized denominations evidencing the entire interest interests in the Trust to be duly authenticated and delivered to or upon the order of the Seller Transferor pursuant to Section 6.26.02. -----------By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to (i) cancel, release or in any way impair the conveyance made by FIA in its capacity as “Seller” under the Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of the Second Amended and Restated Pooling and Servicing Agreement or the Third Amended and Restated Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows:

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller does hereby sell, transfer, assign, set-over, set over and otherwise convey convey, without recourse (collectively other than the "Conveyance") to Limited Guaranty of the Trust Seller for the benefit of the ---------- Class C Certificateholders and as of except as expressly provided herein), to the close of business Buyer on the Cut-Off first Closing Date, without recoursein the case of Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, all of its right, title and interest in in, to and to (i) under the Receivables now existing in each Account and hereafter created all Collateral Security with respect thereto owned by the Seller at the close of business on the Cut-off Date, in the case of the Initial Accounts, and arising on the applicable Additional Cut-off Date, in connection with the Accounts and in connection with any accounts that meet the definition case of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) and all monies and investments due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and Recoveries) thereof and all Finance Charge Receivablesof the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. Subject to Article VI, as of each Business Day prior to the earlier of (x) the occurrence of a Pay Out Event specified in Section 9.1(a), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(lb), (vc) or (d) or the occurrence of an Insolvency Event as specified in Section 9.2(a) of the Pooling and Servicing Agreement and (y) the Trust Termination Date, on which Receivables are created in the Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer, all funds deposited ----------------- from time of its right, title and interest in, to time and under the Receivables in each Account (other than any Receivables created in any Series Removed Account now existing from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by the Seller at the close of business on such Transfer Date and not theretofore conveyed to the Buyer, all monies due or hereafter establishedto become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in effect in the State of Minnesota and Recoveries) thereof and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements. The foregoing sale, transfer, assignment, set over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Buyer of any obligation of the Servicer, the Seller or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any reserve accountobligation under the Financing Agreements or the Floorplan Agreements and any other obligation to any Dealer or Manufacturer. On the Closing Date, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable pursuant to the Trust pursuant terms of this Section 2.1, (i) the Seller shall sell to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets Buyer Receivables in the amount of the Trust. Such property$___________, together with all monies the related Collateral Security and investments Floorplan Rights (defined below). Subject to Article VI, the purchase price for the Receivables sold by (a) the Seller to the Buyer on depositthe Closing Date and (b) the Seller to the Buyer on each Addition Date and on each Transfer Date thereafter shall be a price agreed to by the Buyer and the Seller at the time of acquisition by the Buyer, from time to timewhich price shall not, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit opinion of the Certificateholders of any Series of CertificatesBuyer, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment materially less favorable to the Certificateholders Buyer than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such SeriesReceivables and other pertinent factors, including, without limitation, prevailing interest rates; provided that such consideration shall constitute the assets of the Trust (collectively, the "Trust Assets")in any event not be less than reasonably equivalent value therefor. ------------ In connection with such transfer, assignment, set-over contribution and conveyancesales, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (including any and continuation statements with respect to such financing statements when applicable) naming the Seller as "seller" and the Buyer as "purchaser" thereon with respect to the Receivables now existing and hereafter created for the transfer sale of chattel paper, accounts or general intangibles (as defined in Section 9-105 or 9-106 of the UCC as in effect in any state where the State of New York Seller's or Connecticut, whichever is applicablethe Servicer's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables, the Collateral Security and all of the Seller's rights, remedies, powers and privileges with respect to such Receivables under the related Floorplan Agreements (the "Floorplan Rights") to the TrustBuyer, and to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee Buyer on or prior to the date of issuance of the Certificates and first Closing Date, in the case of Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. In addition, the Seller shall cause to be timely filed in the appropriate filing office any UCC-1 financing statement and continuation statements filed pursuant statement necessary to this Section 2.1, as ----------- soon as practicable after receipt thereof by perfect any sale of Receivables to the SellerBuyer. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Buyer shall be under no obligation whatsoever to file the such financing statements statement, or a continuation statements referred statement to hereinsuch financing statement, or to make any other filing under the UCC in connection with such contribution and sales. The parties hereto intend that the foregoing transfer, assignment, set-over and conveyancetransfers of Receivables effected by this Agreement be sales. In connection with such transfercontribution and sales, the Seller further agrees, at its own expense, on or prior to the first Closing Date, in the case of Initial Closing Date Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (ia) to clearly xxxx indicate in its books and records, which may include computer files to indicate files, that the Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security and the Floorplan Rights assigned, to the Buyer pursuant to this Agreement and sold to the Trust pursuant to this the Pooling and Servicing Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------other Beneficiaries and

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller BTRP or, if applicable, any Additional Transferor, does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for Trust, without recourse except as provided herein, all its right, title and interest in, to and under the benefit of the ---------- Certificateholders as of Receivables existing at the close of business on the Initial Cut-Off Date, without recoursein the case of Receivables arising in the Initial Accounts, and on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, the Bon-Ton Collection Accounts, all of its rightRecoveries allocable to the Trust as provided herein and the right to any Series Enhancement with respect to any Series, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection each case together with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due and all amounts received or receivable with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds (including "proceeds" as defined in the UCC) thereof, which shall initially constitute ----------------- . The property described in the assets of the Trust. Such propertypreceding sentence, together with all monies and investments on depositother property credited to any Bon-Ton Collection Account, from time to time, in the Collection Account, the Excess Series Accounts and the Special Funding AccountAccount (including any subaccounts of such account), the Series Accounts maintained for the benefit rights of the Certificateholders of any Series of CertificatesTrust under this Agreement and the Trust Agreement, any Enhancement and all monies available the property conveyed to the Trust under any Enhancement, Participation Interest Supplement and the right to be provided receive Recoveries attributed to cardholder charges for any Series for payment to merchandise and services in the Certificateholders of such Series, Accounts shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of any Account Owner, any Transferor, the Servicer or any other Person in connection with such the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems or insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance, conveyance of the Seller Receivables to the Trust. Each Transferor agrees to record and file, at its own expense, a financing statement statements (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now conveyed by such Transferor existing on the Initial Cut-Off Date and hereafter thereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect perfect, and maintain the perfection of, the transfer and assignment of the its interest in such Receivables to the Trust, and to deliver a file-file stamped copy of each such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Owner Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and first Closing Date, in the case of Receivables arising in the Initial Accounts, and (if any continuation statements filed pursuant to this Section 2.1, additional filing is so necessary) as ----------- soon as practicable after receipt thereof by the Sellerapplicable Addition Date, in the case of Receivables arising in Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Owner Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such transfer and assignment, set-over and conveyance. In connection with such transfer, the Seller Each Transferor further agrees, at its own expense, on or prior to the Initial Closing Date (i) the first Closing Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts with respect to clearly xxxx such Transferor, if any, and (iii) the applicable Removal Date, in the case of Removed Accounts with respect to such Transferor, (a) to cause each Account Owner to indicate in its respective computer files to indicate that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts (other than any Additional Accounts) have been transferred conveyed to the Trust pursuant to this Agreement for (or conveyed to each such Transferor or its designee in accordance with Section 2.10, in the benefit case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in such computer files a clearly specified code correctly indicating the Trust's ownership of the Certificateholders Receivables, and (iib) to deliver to the Owner Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Initial Cut-Off Date, in the case of the Initial Accounts, identified by the applicable Addition Cut-Off Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Dateaggregate amount outstanding in such Account. Such Each such file or list shall be marked list, as Schedule 1 supplemented, from time to this Agreementtime, delivered to the Trustee as confidential reflect Additional Accounts and proprietary, and Removed Accounts is hereby incorporated into and made a part of this Agreement. The Seller Each Transferor further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed AccountAccount or the Rating Agency Condition is satisfied. The Seller intends that Notwithstanding the transfer foregoing, as long as Series 2004-1 is the only Series Outstanding and assignment of each Transferor is in compliance with Section 2.08(a)(ii) hereof, this subsection shall not apply. If the arrangements with respect to the Receivables hereunder constitutes either shall constitute a loan and not a purchase and sale of such Receivables from Receivables, it is the Seller intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and each Transferor hereby grants to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Sellersuch Transferor's right, title and interest interest, whether owned on the Initial Cut-Off Date or thereafter acquired, in, to and under the Trust Assets for the purpose Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of securing a loan in an amount equal deposit, letters of credit, and advices of credit consisting of, arising from or related to the unpaid principal amount of the Investor Certificates issued hereunder Trust Assets and pursuant to a Supplement and the interest accrued at the related certificate rate and all proceeds thereof, to secure all of the Seller's and the Servicer's its obligations hereunder, including without limitation, . To the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire extent that any Transferor retains any interest in the Trust Assets, such Transferor grants to be duly authenticated the Issuer a security interest in all of such Transferor's right, title, and delivered interest, whether owned on the Initial Cut-Off Date or thereafter acquired, in, to and under the Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from, or upon related to the order Trust Assets, and all proceeds thereof (collectively, the "Indenture Collateral"), to secure its obligations hereunder. With respect to the Indenture Collateral, the Issuer shall have all of the Seller pursuant rights that it has under the Indenture and all of the rights of a secured creditor under the UCC. The Transferor shall perform all actions necessary to Section 6.2. -----------maintain the perfection priority of Trust's security interest in the Indenture Collateral.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller Depositor does hereby sell, transfer, assign, set-over, set over and otherwise convey convey, without recourse (collectively the "Conveyance") except as expressly provided herein), to the Trust for the benefit of the ---------- Certificateholders as and the other Beneficiaries on the first Closing Date, in the case of the Initial Accounts, and on the applicable Addition Date, in the case of Additional Accounts, (a) all of its right, title and interest in, to and under the Receivables in each Eligible Account and all Collateral Security with respect thereto owned by the Depositor at the close of business on the Cut-Off Date, in the case of the Initial Accounts, and on the applicable Additional Cut-Off Date, in the case of Additional Accounts, and all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (including "proceeds", as defined in Section 9-306 of the UCC as in effect in the State of Vermont, and Recoveries) and (b) all of the Depositor's rights, remedies, powers and privileges with respect to such Receivables under the Receivables Purchase Agreement, but excluding any repurchase or other agreements with manufacturers, importers or distributors relating to Obligors which are being financed by Domestic Inventory Receivables. As of each Business Day prior to the earlier of (i) an Appointment Date and (ii) the Trust Termination Date, on which Receivables are created in the Eligible Accounts (a "Transfer Date"), the Depositor does hereby sell, transfer, assign, set over and otherwise convey, without recourserecourse (except as expressly provided herein), to the Trust for the benefit of the Certificateholders and the other Beneficiaries, all of its right, title and interest in in, to and to (i) under the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts each such Eligible Account (other than any Receivables created in Additional Accounts)(x) a Removed Account from and after the applicable Removal Date, as provided in Section 2.07(c) hereof or (iiy) an Ineligible Account from and after the applicable Removal Commencement Date, as provided in Section 2.08(c) hereof) and all Collateral Security with respect thereto owned by the Depositor at the close of business on such Transfer Date and not theretofore conveyed to the Trust, all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereofthereof (including "proceeds", which shall initially constitute ----------------- the assets as 'SS' 2.01 defined in Section 9-306 of the TrustUCC as in effect in the State of Vermont, and Recoveries). Such property, together with all monies on deposit in, and investments on depositEligible Investments credited to, from time to time, in the Collection Account or any Series Account, any Enhancements and the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment Collateral Security with respect to the Certificateholders of such Series, Receivables shall collectively constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such The parties hereto intend that this Agreement constitute an absolute sale; provided, however, that to the extent that this Agreement is deemed or recharacterized not to constitute an absolute sale, the parties intend this transaction to create a security interest under Article 9 of the UCC. The foregoing sale, transfer, assignment, set-over and conveyanceconveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the Seller creation or an assumption by the Trust, the Trustee, any Agent or any Beneficiary of any obligation of the Servicer, BCI, the Depositor, Bombardier Corporation or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Obligors. In connection with such sales, the Depositor agrees to record and file, at its own expense, a financing statement on form UCC-1 (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer sale of accounts "chattel paper" and "accounts" (in each case as defined in Section 9-106 105 of the UCC as in effect in any state where the State of New York Depositor's or Connecticut, whichever is applicablethe Servicer's chief executive offices or books and records relating to the Receivables are located) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and first Closing Date, in the case of the Initial Accounts, and (if any continuation statements filed pursuant additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts and take such further steps as shall be necessary or desirable to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Sellerpreserve such interest. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Trustee shall be under no obligation whatsoever to file the such financing statements statement, or a continuation statements referred statement to hereinsuch financing statement, or to make any other filing under the UCC in connection with such sales to the foregoing transfer, assignment, set-over and conveyanceTrust. In connection with such transfersales, the Seller Depositor further agrees, at its own expense, on or prior to the first Closing Date, in the case of the Initial Closing Date Accounts, and the applicable Addition Date, in the case of Additional Accounts, (ia) to clearly xxxx cause BCI to indicate in its computer files to indicate as required by the Receivables Purchase Agreement, that the Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred sold, and the Collateral Security assigned, to the Depositor in accordance with the Receivables Purchase Agreement and sold to the Trust pursuant to this Agreement for the benefit of the Certificateholders and the other Beneficiaries and (iib) to deliver to the Trustee (or cause BCI to do so) a computer file or microfiche or written list containing a true and complete list of all such AccountsAccounts specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Cut-Off Date, in the case of the Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, (i) its account number, (ii) the 'SS' 2.01 aggregate amount of Receivables, if any, outstanding in such Account and (iii) the aggregate amount of Principal Receivables, if any, in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not Trustee shall be under no obligation whatsoever to alter verify the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust accuracy or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf completeness of the Trust, a first priority security interest information contained in all of the Seller's right, title and interest in, Schedule 1 from time to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------time.

Conveyance of Receivables. (a) By execution of this -------------------------- Agreement, the Seller does hereby transferTransferor transfers, assignassigns, set-over, sets over and otherwise convey (collectively the "Conveyance") conveys to the Trust Trust, for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off Date, without recourseHolders, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under (i) the Receivables existing at the close of business on the Trust Assets Cut Off Date and thereafter arising from time to time in the Initial Accounts and the Receivables existing on each applicable Addition Date and thereafter arising from time to time in the Automatic Additional Accounts, all Recoveries allocable to the Trust as provided herein, all moneys due or to become due and all amounts received with respect to, and proceeds of, any of the foregoing, (ii) all of its rights, remedies, powers and privileges under the Receivables Purchase Agreement and (iii) without limiting the generality of the foregoing or the following, all of Transferor's rights pursuant to the Receivables Purchase Agreement to receive from the RPA Seller payments made by any Merchant under any Credit Card Processing Agreement on account of amounts received by such Merchant in payment of Receivables ("IN-STORE PAYMENTS") and all proceeds of such rights. Such property, together with all moneys on deposit in the Collection Account, the Excess Funding Account and the Series Accounts and any Enhancement shall constitute the assets of the Trust (the "TRUST ASSETS"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, Trustee, any Investor Holders or any Enhancement Provider of any obligation of the Credit Card Originator, Servicer, Transferor or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to obligors, merchant banks, merchants clearance systems or insurers. The parties hereto intend that each transfer of Receivables and other property pursuant to the Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If the foregoing transfer, assignment, setover and conveyance is not deemed to be an absolute assignment of the subject property to the Trustee, for the purpose of securing a loan in an amount equal to the unpaid principal amount benefit of the Investor Certificates issued hereunder and pursuant Holders, then it shall be deemed to constitute a Supplement grant of a security interest in such property to the Trustee, for the benefit of the Investor Holders, and the interest accrued at the related certificate rate and Transferor Interest shall be deemed to secure all of the Sellerrepresent Transferor's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined equity in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------collateral granted.

Conveyance of Receivables. By execution of this -------------------------- Agreement, each of the Seller Sellers does hereby sell, transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust Trustee, on behalf of the Trust, for the benefit of the ---------- Certificateholders as of Certificateholders, all its right, title and interest in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, without recoursein the case of Receivables arising in the Initial Accounts, and on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds (including “proceeds” as defined in the UCC) thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, deposit in the Collection Account, the Excess Funding AccountSeries Accounts, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, the right to be provided receive certain Interchange attributed to cardholder charges for any Series for payment to merchandise and services in the Certificateholders of such Series, Accounts shall constitute the assets of the Trust (collectivelythe “Trust Assets”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the "Trust Assets"). ------------ In Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Servicer, Citibank, any Additional Seller, any other Account Owner or any other Person in connection with such transferthe Accounts or the Receivables or under any agreement or instrument relating thereto, assignmentincluding any obligation to Obligors, set-over and conveyancemerchant banks, the Seller agrees merchants clearance systems, VISA, MasterCard, American Express or insurers. The Sellers agree to record and file, at its their own expense, a financing statement statements (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect perfect, and maintain the perfection of, the sale and assignment of the Receivables to the Trust, and to deliver a file-file stamped copy of each such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and first Closing Date, in the case of Receivables arising in the Initial Accounts, and (if any continuation statements filed pursuant to this Section 2.1additional filing is so necessary) the applicable Addition Date, as ----------- soon as practicable after receipt thereof by in the Sellercase of Receivables arising in Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such sale and assignment, set-over and conveyance. In connection with such transfer, the Seller agreesThe Sellers further agree, at its their own expense, (a) on or prior to (x) the first Closing Date, in the case of the Initial Closing Date Accounts, (iy) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (iib) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the date that is ten Business Days after the applicable Addition Date, in the case of Lump Additions, and (z) the date that is 90 days after the applicable Addition Date, in the case of New Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Trust Cut-Off Date, in the case of the Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees parties hereto intend that each transfer of Receivables and other property to the Trust pursuant to this Agreement (including each Assignment) constitute a sale, and not a secured borrowing, including under generally accepted accounting principles in effect for reporting periods before November 15, 2009. By executing this Agreement, the parties hereto do not intend to alter the code referenced in clause (i) cancel, release or in any way impair the conveyances made by (A) Citibank (South Dakota), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement, (B) Citibank (Nevada), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement or (C) Citibank, in its capacity as Seller under the Second Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of [(A) the Prior Pooling and Servicing Agreement prior to the execution of the Second Amended and Restated Pooling and Servicing Agreement or (B)] the Second Amended and Restated Pooling and Servicing Agreement prior to the execution of this paragraph with respect to any Account during ---------- Agreement. Without limiting the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitationforegoing, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (parties hereto acknowledge and agree as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------follows:

Conveyance of Receivables. By execution Each of this -------------------------- Agreement, the Seller JPMorgan Chase Bank and Chase USA does hereby transfer, assign, set-set over, and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateCertificateholders, without recourse, all of its right, title and interest in and to (i) the Receivables now existing as of the Cut-Off Date and hereafter thereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge to such Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated Insurance Proceeds relating to the Trust pursuant to subsection 2.5(l)such Receivables, (v) Recoveries, (vi) Interchange and (vii) each of the Trust Accounts. Notwithstanding anything in this Pooling and Servicing Agreement to the contrary, it is the intention of the parties hereto to treat the transfer, assignment, set over, and conveyance to the Trust of all funds deposited ----------------- from time of the Transferor’s right, title and interest in and to time (i) the Receivables existing as of the Cut-Off Date and thereafter created and arising in any Series Account now existing connection with the Accounts (other than Additional Accounts), (ii) all monies due or hereafter establishedto become due with respect to such Receivables, including any reserve account(iii) all proceeds of such Receivables, principal funding account(iv) Insurance Proceeds relating to such Receivables, cash collateral account or spread account, (v) Recoveries and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(kas a sale, and not as a secured borrowing, for accounting (but not for tax) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trustpurposes. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller each of JPMorgan Chase Bank and Chase USA agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements statement when applicable) with respect to the Receivables now existing and hereafter created for the transfer perfection of a security interest (as defined in the UCC) in accounts and general intangibles (as defined in Section 9-106 102(a)(2) and (a)(42), respectively, of the UCC as in effect in the State of New York or Connecticut, whichever is applicableUCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment such security interest in favor of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of at such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Sellerfiling) to the Trustee on or prior to the date of issuance of the Certificates Certificates, and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerTransferor. It is understood and agreed that the description of collateral set forth in such financing statements will include all credit card accounts of the Transferor. Upon receipt of written request from the Transferor to release the receivables in such credit card accounts as are specified in such request, the Trustee is hereby authorized and hereby agrees to execute promptly, UCC-3 amendments or releases, releasing such credit card accounts; provided, however, that except as permitted pursuant to Section 2.7, no such release shall apply to the Accounts, including any Additional Accounts. In addition, the Trustee is hereby authorized to execute such intercreditor or other agreements as may be requested in writing by the Transferor in connection with the foregoing; provided, however, that except as permitted pursuant to Section 2.7, no such intercreditor agreements shall apply to the Accounts, including any Additional Accounts, or any Receivables in such Accounts or Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller Transferor agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx indicate in its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Cut-Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller Transferor further agrees not to alter remove such indication in the code file referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller Transferor hereby grants to the Trust or for the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf benefit of the Trust, Certificateholders a first priority security interest in all of the Seller's Transferor’s right, title and interest in, to and under the Receivables existing as of the Cut-Off Date and thereafter created and arising in connection with the Accounts (other than Additional Accounts), all moneys due or to become due with respect to such Receivables, all proceeds of such Receivables and all Insurance Proceeds relating to such Receivables, all Recoveries, Interchange and all proceeds thereof and each of the Trust Assets for the purpose of securing Accounts to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and or to be issued pursuant to a Supplement this Agreement and the interest accrued at the related certificate rate Certificate Rate, and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York)under applicable law. Pursuant to the request of the SellerTransferor, the Trustee has caused shall cause Certificates in authorized denominations evidencing the entire interest interests in the Trust to be duly authenticated and delivered to or upon the order of the Seller Transferor pursuant to Section 6.2. -----------Notwithstanding anything else in this Agreement to the contrary, it is understood and agreed that the ownership interest or lien conveyed or granted by JPMorgan Chase Bank, as Transferor, to the Trustee in Receivables and other property under the Original Pooling and Servicing Agreement shall remain in full force and effect and shall in no way be affected by the amendment and restatement of the Original Pooling and Servicing Agreement by this Agreement. It is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Agreement be subject to, and be treated in accordance with, the Delaware Act whether such transfers were made prior to or after the date that the Delaware Act became applicable thereto, and each of the parties hereto agrees that this Agreement has been entered into by the parties hereto in express reliance on the Delaware Act. For the purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be transferred, in whole or in part, by Chase USA pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Chase USA. Each of the parties hereto acknowledges and agrees that each such transfer is occurring in connection with a “securitization transaction” within the meaning of the Delaware Act.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the The Seller does hereby sell, transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateRFC II, without recourserecourse except as provided in the Receivables Purchase Agreement, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under (i) the Trust Assets for Credco Receivables existing at the purpose close of securing a loan business on the Addition Cut-Off Date and thereafter created in an amount equal the Additional Accounts designated pursuant to the unpaid principal amount Assignment No. 5 of Receivables in Additional Accounts, dated as of the Investor Certificates issued hereunder and pursuant to a Supplement date hereof, among American Express Centurion Bank ("Centurion"), RFC II, and the interest accrued at the related certificate rate Bank of New York, as Trustee, to be included as Accounts, and identified in Schedule 1 to secure Assignment No. 5, all of the Seller's monies due and the Servicer's obligations hereunderor to become due and all amounts received with respect thereto and all proceeds (including, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement ("proceeds" as defined in the UCC UCC) thereof and (ii) the right to receive Recoveries with respect to such Credco Receivables. On or before the date hereof, the Seller will deliver to RFC II a computer file, microfiche list or printed list containing a true and complete list of all Additional Accounts designated pursuant to Assignment No. 5, which computer file or list has been marked as in effect Schedule 1 to Assignment No. 5, and which computer file or list shall also be marked as Schedule 1 hereto and, as of the Addition Date, shall be incorporated into and made a part of this Supplemental Conveyance. The Additional Accounts designated by Schedule I attached hereto are also identified in the State records of New York). Pursuant to Centurion, including the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest computer files maintained for Centurion in the Trust to be duly authenticated and delivered to computer system of American Express Travel Related Services Company, Inc., with the codes "L" or upon "M" in the order securitization field of the Seller pursuant to Section 6.2. -----------such computer files.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller each Transferor does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust Trustee, on behalf of the Trust, for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateCertificateholders, without recourserecourse except as provided herein, all of its right, title and interest in interest, whether now owned or hereafter acquired, in, to and to (i) under the Receivables now existing and hereafter created and at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in connection with the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in connection with any accounts that meet the definition case of Automatic Receivables arising in the Additional Accounts (other than Receivables in including Related Accounts and Transferred Accounts with respect to such Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- in each case thereafter created from time to time in any Series Account now existing or hereafter establishedsuch Accounts until the termination of the Trust, including any reserve account, principal funding account, cash collateral account or spread account, all Issuer Rate Fees and (vi) Interchange Recoveries allocable to the Trust pursuant as provided herein, all monies due and to subsection 2.5(k) become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and “proceeds” as defined in the UCC) thereof. Each Transferor does hereby further transfer, which shall initially constitute ----------------- assign, set over and otherwise convey to the assets Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and investments other property on deposit, from time to time, deposit in the Collection Account, the Excess Series Accounts and the Special Funding Account, the Series Accounts maintained for the benefit rights of the Certificateholders Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series of Certificates, any Enhancement and all monies available under any Enhancement, the right to be provided for any Series for payment to the Certificateholders of such Series, receive Recoveries shall constitute the assets of the Trust (collectively, the "“Trust Assets"”). ------------ In connection with such transfer, assignment, set-over The foregoing does not constitute and conveyance, the Seller agrees is not intended to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect result in the State of New York creation or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to assumption by the Trust, and to deliver a file-stamped copy the Trustee, any Investor Certificateholder or any Series Enhancer of such financing statement any obligation of Centurion Bank, FSB, any other Account Owner, any Transferor, any Additional Transferor, the Servicer or continuation statement or any other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing Person in connection with the ----------- file-stamped copy Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on Obligors, merchants clearance systems or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Sellerinsurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, except when acting and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as Servicersoon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, amendments thereto or to make any other filing under the UCC in connection with the foregoing such transfer, assignment, set-over and or other conveyance. In connection with such transfer, the Seller Each Transferor further agrees, at its own expense, (a) on or prior to the Initial Closing Date (i) the Substitution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts, and (iii) the applicable Removal Date, in the case of Removed Accounts, to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts (other than any Additional Accounts) have been transferred conveyed to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders (or conveyed to such Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in the securitization field of such computer files, in the case of the Initial Accounts, the code “F,” “G,” “H,” “I,” “J,” “L,” “M,” “N,” “O,” “P,” “S,” “T” or “V,” or any other related code designations specified at the dates of their designation as “Accounts” under the Original Pooling Agreement and, in the case of Additional Accounts, a similar code designation that shall be specified in the Assignment related thereto, in each case, identifying each such account as an Account and (iib) on or prior to (w) the date that is five Business Days after the Substitution Date, in the case of the Initial Accounts, (x) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Additions, (y) the date that is 90 days after the applicable Addition Date, in the case of New Accounts, and (z) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such AccountsAccounts specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Initial Cut-Off Date, in the case of the Initial Accounts, the applicable Addition Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, its account number and, other than in the case of New Accounts and the Initial Accounts, the aggregate amount of Receivables outstanding in such Account. Such Each such file or list list, as supplemented, from time to time, to reflect Related Accounts, Transferred Accounts, Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller Each Transferor further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends parties to this Agreement intend that the transfer conveyance of Trust Assets pursuant to this Agreement constitute a sale, and assignment of Receivables hereunder constitutes either not a sale of such Receivables from secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Seller Transferors hereby grant to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Trustee a first priority perfected security interest in all of the Seller's their right, title and interest ininterest, whether now owned or hereafter acquired, in and to the Receivables and the other Trust 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 Trust Assets, and all proceeds thereof, to secure their obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by RFC II or Centurion Bank in their respective capacities as a “Transferor” under the Trust Assets for Original Pooling Agreement or the purpose of securing a loan in an amount equal to Amended PSA, as applicable. Without limiting the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitationforegoing, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (parties hereto acknowledge and agree as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------follows:

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller Depositor does hereby sell, transfer, assign, set-over, set over and otherwise convey convey, without recourse (collectively the "Conveyance") except as expressly provided herein), to the Trust Trustee, on behalf of the Trust, for the benefit of the ---------- Certificateholders as Beneficiaries, (a) all of Depositor's right, title and interest in, to and under the Receivables existing at the close of business on the Cut-Off Date, without recourse, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement thereof (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts ("proceeds", as defined in Section 9306 of the UCC as in effect in the State of California and Section 9-106 306 of the UCC as in effect in the State of New York or ConnecticutYork, whichever is applicableand Recoveries) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment (b) all of the Depositor's rights, remedies, powers and privileges under the Receivables Purchase Agreement. As of each Transfer Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Trustee, on behalf of the Trust, for the benefit of the Beneficiaries, all of the Depositor's right, title and interest in, to deliver a file-stamped copy and under the Receivables (other than Receivables that are (i) charged off as of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance transfer, (ii) repurchased by the Depositor, (iii) generated during a Block Period in Blocked Accounts, (iv) generated in a Removed Account from and after the applicable Removal Date, as provided in Section 2.06(c) hereof or (iv) arising under charge accounts acquired by Gottschalks in connection with the acquisition of new stores or another retailer, or originated by Gottschalks at such stores (unless included in the Trust at the Depositor's option)) owned by the Depositor at the close of business on such Transfer Date and not theretofore conveyed to the Trustee, on behalf of the Certificates Trust, for the benefit of the Beneficiaries, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (including proceeds, as defined in Section 9306 of the UCC as in effect in the case State of California, and Recoveries). Such property, together with all monies on deposit in, and Eligible Investments credited to, the Collection Account or any continuation statements filed pursuant Series Account and any Enhancements including such monies as are from time to this Section 2.1, as ----------- soon as practicable after receipt thereof by time available thereunder shall collectively constitute the Sellerassets of the Trust (the 'Trust Assets'). The foregoing sale, transfer, assignment, set-over and conveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the creation or an assumption by the Trust, the Trustee or any Beneficiary of any obligation of the Servicer, the Seller, the Depositor or any other Person in connection with the Accounts, the Receivables, or under any agreement or instrument relating thereto, including any obligation to any Obligors. The foregoing sale, transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such sale, transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in In connection with the foregoing such sale, transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller Depositor agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of "accounts" (in each case as defined in Section 9106 of the UCC as in effect in any state where the Depositor's or the Seller's chief executive offices or books and records relating to the Receivables are located) and with respect to all other Trust Assets meeting the requirements of applicable state law in such manner and in such other jurisdictions as are necessary to perfect, and maintain the perfection of, the sale and assignment of the Receivables to the Trust, and to deliver a file-stamped copy of each such financing statement or other evidence of such filing to the Trustee on or prior to the first Closing Date, and in the case of any continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Depositor. The Depositor further agrees, at its own expense, (a) on or prior to the Initial Closing Date (i) date on which each Charge Account becomes an Account, to clearly xxxx cause the Seller to indicate in its computer files to indicate as required by the Receivables Purchase Agreement, that the Receivables created in connection with the Accounts (other than any Additional Accounts) such Account have been transferred sold to the Depositor in accordance with the Receivables Purchase Agreement and sold to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (iib) no less frequently than weekly, to deliver to the Trustee (or cause the Seller to do so) a computer file or microfiche or written list containing a true and complete list of all such AccountsAccounts specifying for each Account, identified by (i) its account number (ii) the aggregate amount of Receivables outstanding in such Account, and setting forth (iii) the aggregate amount of Principal Receivable and Receivable balance as of the related Cut Off DateReceivables in such Account. Such file file, microfiche or list list, as supplemented from time to time, shall be marked as Schedule 1 I to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not Trustee shall be under no obligation whatsoever to alter verify the code referenced in clause (i) accuracy or completeness of this paragraph the information contained on Schedule I from time to time. It is the intention of the Depositor and the Servicer that the arrangements with respect to any Account during ---------- the term of this Agreement unless Receivables shall constitute a purchase and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from and not a loan. In the Seller event, however, that a court of competent jurisdiction were to hold 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. In this regard, Depositor hereby grants and transfers to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Trustee a first priority security interest in all of the SellerDepositor's right, title and interest in, to and under (i) the Receivables now existing and hereafter created and arising in connection with the Accounts, all monies due or to become due with respect thereto (including all Finance Charge Receivables) and all proceeds thereof (including proceeds as defined in Section 9306 of the UCC as in effect in the State of California and Section 9-306 of the UCC as in effect in the State of New York) (ii) the Receivables Purchase Agreement, (iii) any other Trust Assets for the purpose of securing and (iv) Recoveries, to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates and Subordinated Certificates issued hereunder and or to be issued pursuant to a Supplement this Agreement and the interest accrued thereon (as applicable) at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------Certificate Rate.

Conveyance of Receivables. By execution of the Original Agreement, each of the Predecessor Transferor and, in the case of Additional Accounts, the Predecessor Transferor or, if applicable, any Additional Transferor thereby transferred, assigned, set over, sold and otherwise conveyed to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided therein, all its right, title and interest 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, and on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all Interchange and Recoveries allocable to the Trust as provided therein, all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC) thereof. By execution of this -------------------------- Agreement, each of Universal Bank and, in the Seller case of Additional Accounts included as Accounts after the Amendment Date, Universal Bank or, if applicable, any Additional Transferor does hereby transfer, assign, set-set over, sell and otherwise convey (collectively the "Conveyance") to the Trust Trustee, on behalf of the Trust, for the benefit of the ---------- Certificateholders Certificateholders, without recourse except as of provided herein, all its right, title and interest in, to and under the Receivables existing at the close of business on the Amendment Date, in the case of Receivables arising in the Accounts as of such date, and on each Additional Cut-Off Date, without recoursein the case of Receivables arising in Additional Accounts included as Accounts after the Amendment Date, and in each case thereafter created from time to time until the termination of the Trust, all of its rightInterchange and Recoveries allocable to the Trust as provided herein, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds (including "proceeds" as defined in the UCC) thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments other property on deposit, from time to time, deposit in the Collection Account, the Excess Series Accounts and the Special Funding Account, the Series Accounts maintained for the benefit rights of the Certificateholders Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series of Certificates, any Enhancement and all monies available under any Enhancement, the right to be provided receive Interchange attributed to cardholder charges for any Series for payment to merchandise and services in the Certificateholders of such Series, Accounts shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Universal Bank or other Account Owner or the Transferor, the Predecessor Transferor, any Additional Transferor, the Servicer or any other Person in connection with such the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA, MasterCard or insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over over, sale and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment conveyance of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over over, sale and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over over, sale and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments and continuation statements when applicable) with respect to the Receivables conveyed by such Transferor now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of its interest in such Receivables to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Trustee (i) as soon as practicable after the first Closing Date, in the case of Receivables arising in the Initial Accounts, (ii) as soon as practicable after the Amendment Date, in the case of any filings necessary as a result of the amendments made as of the Amendment Date, and (iii) if any additional filing is so necessary, as soon as practicable after the applicable Addition Date, in the case of Receivables arising in Additional Accounts. The Trustee, except when acting as Servicer, Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such transfer and assignment, set-over and conveyance. In connection with such transfer, the Seller Each Transferor further agrees, at its own expense, (a) on or prior to (w) the first Closing Date, in the case of the Initial Accounts, (x) the applicable Addition Date, in the case of Additional Accounts included as Accounts after the first Closing Date and (iy) the applicable Removal Date, in the case of Removed Accounts, to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts (other than any Additional Accounts) have been transferred conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders (or conveyed to the Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in such computer files the code identifying each such Account and (iib) on or prior to (v) the first Closing Date, in the case of the Initial Accounts, (w) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Additions, (x) the date that is 30 days after the applicable Addition Date, in the case of New Accounts, and (y) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such AccountsAccounts specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Initial Cut-Off Date, in the case of the Initial Accounts, the applicable Additional Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such Each such file or list list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller Transferor further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends It is the intention of the parties hereto that the transfer arrangements with respect to the Receivables shall constitute a purchase and assignment of Receivables hereunder constitutes either a sale of such Receivables from and not a loan. In the Seller event, however, that it were 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 each Transferor shall be deemed to have granted to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Sellersuch Transferor's right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables and the other Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and conveyed by such Transferor to secure all of the Seller's and the Servicer's its obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------.

Conveyance of Receivables. By execution of this -------------------------- Pursuant to the Original Agreement, the Seller does hereby transferOriginal Transferors have transferred, assign, set-overassigned, and otherwise convey (collectively the "Conveyance") conveyed to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateCertificateholders, without recourse, all of its their respective right, title and interest in and to the Receivables existing at any time after the Initial Cut-Off Date or thereafter created up to (ibut excluding) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (Series 1998-1 Closing Date, including all Collections thereon, other than Receivables in Additional AccountsCredit Balances, received by the Original Transferors after the Cut-Off Date (the "Existing Receivables"). The Transferor hereby transfers, (ii) all monies assigns, and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated otherwise conveys to the Trust for the benefit of the Certificateholders, without recourse, all of its respective right, title and interest in and to the Receivables (including Additional Receivables) existing at any time on or after the Series 1998-1 Closing Date or thereafter created, including all Collections thereon, other than Credit Balances, received by the Transferor on or after the Series 1998-1 Closing Date (the "Future Receivables") and required or permitted to be conveyed hereunder pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the TrustSection 2.05 hereof. Such property, together with all monies and investments on deposit, as from time to time, time are deposited in the Collection Account, the Excess Funding any Investor Account, the any Series Accounts Account and any other account maintained for the benefit of the Certificateholders Holders of any Series of Certificates, any Credit Enhancement and all monies available under any Enhancement, Credit Enhancement to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfertransfers, assignment, set-over assignments and conveyance, the Seller agrees to record conveyances (i) each Original Transferor (A) has recorded and filefiled, at its own expense, a financing statement (including any continuation statements with respect to such financing statements statement when applicable) with respect to the Receivables now existing and hereafter created Existing Receivables, for the transfer of accounts general intangibles (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableYork) ("general intangibles") meeting the filing requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment laws of the Receivables to the TrustStates of New York or California, as appropriate (each, an "Original Financing Statement") and to deliver (B) has delivered a file-stamped copy of such financing statement the related Original Financing Statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.12.01, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Sellerfiling) to the Trustee on or prior to the date of issuance of the Certificates Initial Closing Date, and in the case of any continuation statements filed pursuant to this Section 2.12.01, as ----------- soon as practicable after receipt thereof by the SellerOriginal Transferors, and (ii) the Transferor agrees, at its own expense, (w) to amend the Original Financing Statements, and/or to record and file a new financing statement (the "New Financing Statement") with respect to the Receivables for the transfer of "general intangibles" meeting the filing requirements of the States of New York, Delaware and California, as appropriate, (x) to deliver a file-stamped copy of the New Financing Statement or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee on or prior to the Series 1998-1 Closing Date, (y) to cause the Servicer pursuant to Section 13.02 to record and file any continuation statements with respect to the New Financing Statement, and (z) to cause the Servicer pursuant to Section 13.02 to deliver a file-stamped copy of each such continuation statement or other evidence of each such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after receipt thereof by the Transferor. The foregoing transfertransfers, assignment, set-over assignments and conveyance conveyances to the Trust shall be (and, with respect to the Existing Receivables, have been) made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfertransfers, assignment, set-over assignments and conveyance conveyances shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfertransfers, the Seller agrees(i) each Original Transferor has, at its own expense, (x) indicated in its computer files that the Existing Receivables have been transferred to the Trust pursuant to the Original Agreement for the benefit of the Certificateholders, and (y) delivered to the Trustee a computer file or microfiche list containing a true and complete list of all such Existing Receivables, identified by account number and setting forth the Receivable balance as of the Series 1998-1 Closing Date, and (ii) the Transferor agrees, on or prior to the Initial each Closing Date on which Receivables are transferred to the trust, at its own expense, (ix) to clearly xxxx its cause AIC and AICCO to indicate in their computer files to indicate that Future Receivables created in connection with the Accounts (other than any Additional AccountsReceivables) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (iiy) to cause AIC and AICCO to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such AccountsFuture Receivables, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut applicable Cut-Off Date. Such file files or list lists shall be marked as Schedule 1 to this Agreement, Agreement and delivered to the Trustee as confidential and proprietary, and is are hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless parties intend that if, and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or extent that, such transfers are not deemed to be sales, the grant of a security interest in Original Transferors and the Trust Assets Transferor shall be deemed hereunder to have granted to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Trustee a first priority perfected security interest in all of the Seller's their right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement one or more Supplements and the interest accrued at the related certificate rate Certificate Rate and to secure all of the SellerOriginal Transferors', the Transferor's and, in the case of AIC and AICCO, pursuant to Section 2.05, the Servicer's obligations hereunderhereunder including, including without limitation, the SellerTransferor's obligation to sell or transfer Receivables hereafter created to the Trust. This , and that this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York)under applicable law. Pursuant to the request requests of the SellerOriginal Transferors and the Transferor, the Trustee has caused and shall cause Certificates in authorized denominations evidencing the entire interest in the Trust to be duly executed, authenticated and delivered to or upon the order orders of the Seller Original Transferors pursuant to the Original Agreement and the Transferor pursuant to Section 6.2. -----------6.02.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the ------------------------- Seller does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for Issuer, without recourse except as provided herein, all its right, title and interest in, to and under (a) the benefit of Collateral Certificate, and (b) effective on the ---------- Certificateholders as of SMT Termination Date, the close Receivables existing at the opening of business on the Cut-Off SMT Termination Date, without recourseand thereafter created from time to time until the termination of the Issuer, and Collections and Recoveries allocable to the Issuer as provided herein, in each case together with all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof and Insurance Proceeds relating thereto. Such property, together with all monies and other property credited to the Collection Account, the Series Accounts and the Excess Funding Account (including any subaccounts of any such account), the rights of the Issuer under this Agreement and the Trust Agreement and the right to receive Recoveries shall constitute the assets of the Issuer (the "Trust Assets"). The foregoing does not constitute and is not ------------ intended to result in the creation or assumption by the Issuer, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of FCNB, Seller, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants or clearance systems. Effective on the SMT Termination Date, Seller does hereby further transfer, assign, set over and otherwise convey to the Issuer all of its right, title and interest in and to (i) under the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due Purchase Agreement. On or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated prior to the Trust pursuant to subsection 2.5(l)Initial Closing Date, (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable Seller shall deliver to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- Owner Trustee a registered certificate representing the assets of the TrustCollateral Certificate. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment On or prior to the Certificateholders of such SeriesSMT Termination Date, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement statements (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now conveyed by Seller existing on the SMT Termination Date and hereafter thereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect perfect, and maintain the perfection of, the transfer and assignment of the its interest in such Receivables to the TrustIssuer, and to deliver a file-file stamped copy of each such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Owner Trustee as soon as practicable after receipt thereof by the SellerSMT Termination Date, and (if any additional filing is so necessary) to as soon as practicable after the Trustee on or prior to the date of issuance of the Certificates and applicable Addition Date, in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerReceivables arising in Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Owner Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, such transfer and assignment, set-over and conveyance. In connection with such transfer, the Seller further agrees, at its own expense, on or prior to (x) the Initial Closing Date SMT Termination Date, (iy) the applicable Addition Date, in the case of Additional Accounts (other than Additional Accounts added pursuant to Section 2.6(e)), and -------------- (z) the applicable Removal Date, in the case of Removed Accounts, (a) to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts (other than any Additional Accounts) have been transferred conveyed to the Trust Issuer pursuant to this Agreement for (or conveyed to Seller or its designee in accordance with Section 2.7, in the benefit case of the Certificateholders Removed ----------- Accounts) and (iib) to deliver to the Owner Trustee a computer file or microfiche list containing a true and complete list of all such AccountsAccounts specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off SMT Termination Date, the applicable Addition Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such Each such file or list list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 ---------- to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter If the code referenced in clause (i) of this paragraph arrangements with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either shall constitute a loan and not a purchase and sale of such Receivables from Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Issuer a first priority perfected security interest in all of the Seller's right, title and interest interest, whether owned on the SMT Termination Date or thereafter acquired, in, to and under the Receivables and the other Trust Assets for the purpose conveyed by Seller, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of securing a loan in an amount equal deposit, letters of credit, and advices of credit consisting of, arising from or related to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and Trust Assets, to secure all of the Seller's and the Servicer's its obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------.

Conveyance of Receivables. By execution of this -------------------------- AgreementThe Transferor hereby transfers, the Seller does hereby transferassigns, assign, set-sets over, and otherwise convey (collectively the "Conveyance") conveys to the Trust for the benefit Trustee, without recourse, all of the ---------- Certificateholders as of Transferor's right, title and interest in, to and under the Receivables existing at the close of business on the Cut-Off Amendment Closing Date, without recourse, all in the case of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Initial Accounts (including all related Transferred Accounts), and at the close of business on the related Addition Date, in connection with any accounts that meet the definition case of Automatic Receivables arising in the Additional Accounts (other than Receivables in Additional including all related Transferred Accounts), (ii) and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all monies and investments due or to become due with respect thereto to such Receivables (including all Finance Charge Receivables), (iii) all Interchange allocable to the Trust as provided herein, all proceeds of such Receivables, (iv) Insurance Proceeds and Recoveries allocated relating to such Receivables and the proceeds thereof. The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust Trustee all of the Transferor's rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to subsection 2.5(lthe terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), (v) including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all funds deposited ----------------- from time to time in any Series Account now existing consents, requests, notices, directions, approvals, extensions or hereafter established, including any reserve account, principal funding account, cash collateral account waivers under or spread account, and (vi) Interchange allocable with respect to the Trust pursuant Receivables Purchase Agreement to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of same extent as the TrustTransferor could but for the assignment thereof to the Trustee. Such propertyThe property described in the two preceding sentences, together with all monies and investments other property on deposit, from time to time, deposit in the Collection Principal Account, the Excess Funding Finance Charge Account, the Series Accounts maintained for the benefit of the Certificateholders of and any Series of Certificates, any Credit Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Credit Enhancement Provider of any obligation of the Transferor, the Servicer, the applicable Account Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants' clearance systems, VISA, MasterCard, American Express or insurers. In connection with such transfer, assignment, set-over set‑over and conveyance, the Seller Transferor agrees to record and file, at its own expense, a all financing statement statements (including any amendments of financing statements and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableDelaware UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of the assignment of the Receivables to the TrustTrustee, and to deliver a file-stamped file‑stamped copy of such financing statement statements, amendments of financing statements or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided filings to the Trustee on or prior to the Amendment Closing Date, and in the case of any amendments of financing statements or continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerTransferor. The foregoing transfer, assignment, set-over set‑over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over set‑over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller Transferor agrees, at its own expense, (i) on or prior to (A) the Amendment Closing Date, in the case of the Initial Closing Date Accounts, and (iB) to clearly xxxx its computer files the applicable Addition Date, in the case of the Additional Accounts, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than any Additional Removed Accounts) and the related Trust Assets have been transferred to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders Certificateholders, and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accountsan Account Schedule. Each Account Schedule, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter Once the code books and records (including the appropriate computed files) referenced in clause (i) of this paragraph have been indicated with respect to any Account Account, the Transferor further agrees not to alter such indication during ---------- the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller Transferor further agrees to deliver to the Trust or Trustee on a bi‑monthly basis, and as promptly as possible after the grant of a security interest in the Trust Assets to the Trust. The SellerTrustee may at any time request, thereforean updated Account Schedule, transfers which shall be true and grants to complete and, if so requested by the Trustee, on behalf which shall be delivered to the Trustee as promptly as possible after the Trustee may at any time request tracing information with respect to Transferred Accounts. The Accounts shall be identified in the Pool Index File with the designation "1994‑MT", and the Transferor shall not instruct or authorize the applicable Account Owner to alter such file designation with respect to any Account during the term of this Agreement unless and until an Account becomes a Removed Account or a Defaulted Account. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the Trustextent that, notwithstanding such intent, the transfer pursuant to this Section 2.01 is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the SellerTransferor's right, title and interest in, to and under the Trust Assets for Receivables existing at the purpose close of securing a loan business on the Amendment Closing Date, in an amount equal the case of Receivables arising in the Initial Accounts (including all related Transferred Accounts), and at the close of business on the day preceding the related Addition Date, in the case of Receivables arising in the Additional Accounts (including all related Transferred Accounts), and in each case thereafter created from time to time in such Accounts until the unpaid principal amount termination of the Investor Certificates issued hereunder Trust, all moneys due or to become due with respect to such Receivables (including all Finance Charge Receivables), all proceeds of such Receivables and pursuant all Insurance Proceeds and Recoveries relating to a Supplement such Receivables and the interest accrued at the related certificate rate all proceeds thereof and to secure all of the SellerTransferor's rights, remedies, powers, privileges and claims under or with respect to the Servicer's obligations hereunderReceivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including without limitation, the Seller's obligation rights of the Transferor to sell enforce the Receivables Purchase Agreement and to give or transfer Receivables hereafter created withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Trust. This Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee, and this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York)under applicable law. Pursuant to the request of the SellerTransferor, the Trustee has caused shall cause Certificates in authorized denominations evidencing the entire interest interests in the Trust to be duly authenticated and delivered to or upon the order of the Seller Transferor pursuant to Section 6.26.02. -----------By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to (i) cancel, release or in any way impair the conveyance made by FIA in its capacity as "Seller" under the Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of the Second Amended and Restated Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows:

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller VCI does hereby sell, transfer, assign, set-overcontribute, set over and otherwise convey, without recourse (except as expressly provided herein), to VDF on the Initial Closing Date, in the case of the Initial Accounts, and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off applicable Addition Date, without recoursein the case of Additional Accounts, all of its right, title and interest in in, to and to (i) under the Receivables now existing in each Account and hereafter created all Collateral Security with respect thereto owned by VCI at the close of business on the Initial Cut-Off Date (including all interest thereon accruing after June 30, 2000, whether paid or payable), in the case of the Initial Accounts, and arising on the applicable Additional Cut-Off Date, in connection with the Accounts and in connection with any accounts that meet the definition case of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) and all monies and investments due or to become due thereon and all amounts received with respect thereto and all proceeds of all of the foregoing (including “proceeds” as defined in Section 9-102 of the UCC) and Recoveries thereof (all Finance Charge Receivablessuch assets conveyed pursuant to this Agreement, the “Conveyed Assets”). Subject to Article VI, prior to the earlier of (x) the occurrence of an Early Amortization Event specified in Section 5.17(a), (iiib), (c), (d), (e) or (f) of the Indenture and (y) the Trust Termination Date, as of each Business Day on which Receivables are created in the Accounts (a “Transfer Date”), VCI does hereby sell, transfer, assign, set over and otherwise convey (except as expressly provided herein) to VDF, all of its right, title and interest in, to and under the Receivables in each Account (other than any Receivables created in any Removed Account from and after the applicable Removal Date) and all Collateral Security with respect thereto owned by VCI at the close of business on such Transfer Date and not theretofore conveyed to VDF, all monies due or to become due and all amounts received with respect thereto and all proceeds of such Receivables, all of the foregoing (iv) Recoveries allocated to including “proceeds” as defined in Section 9-102 of the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(kUCC) and all proceeds Recoveries thereof. The foregoing sale, which shall initially constitute ----------------- the assets of the Trust. Such propertycontribution, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyanceconveyance and any subsequent sales, transfers, assignments, set-overs and conveyances do not constitute, and are not intended to result in, the Seller creation or an assumption by VDF of any obligation of the Servicer, VCI, or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers. It is the express intent of the parties hereto that the conveyance of the Conveyed Assets by VCI be, and be construed as, sales and contributions of such Conveyed Assets by VCI to VDF, and not a pledge by VCI to VDF to secure a debt or other obligations of VCI. However, in the event that, notwithstanding the aforementioned intent of the parties, any such Conveyed Assets are held to be the property of VCI, then it is the express intent of the parties to this Agreement that this Agreement constitutes a “security agreement” under the UCC and applicable law, and VCI hereby grants to VDF a first priority, continuing lien and security interest in all right, title and interest of VCI in, to and under the Conveyed Assets sold and contributed pursuant to this Agreement, and all proceeds in respect thereof. VCI shall take such actions, as may be necessary to ensure that if this Agreement were deemed to create a security interest, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such for the term of this Agreement. In connection with such sales and contributions, VCI agrees to record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (including any and continuation statements with respect to such financing statements when applicable) naming VCI as “seller” or “debtor” and VDF as “buyer” or “secured party” thereon with respect to the Receivables now existing and hereafter created for the transfer sale of chattel paper, general intangibles, payment intangibles or accounts (as defined in Section Sections 9-106 102 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableUCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale, contribution and assignment of the Receivables Conveyed Assets to the TrustVDF, and to deliver a file-stamped copy of such financing statement or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee VDF on or prior to the date of issuance of the Certificates and Initial Closing Date, in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the TrustInitial Accounts, and each reference (if any additional filing is so necessary) the applicable Addition Date, in this Agreement the case of Additional Accounts. In addition, VCI shall cause to such transfer, assignment, set-over be timely filed in the appropriate filing office any form UCC-1 financing statement and conveyance shall be construed accordinglycontinuation statement necessary to perfect any sale or contribution of Conveyed Assets to VDF. The Trustee, except when acting as Servicer, VDF shall be under no obligation whatsoever to file the such financing statements statement, or a continuation statements referred statement to hereinsuch financing statement, or to make any other filing under the UCC in connection with such sales. The parties hereto intend that the foregoing transfer, assignment, set-over and conveyancetransfers of Receivables effected by this Agreement be sales. Nothing in this Agreement shall be construed or interpreted to provide recourse against VCI for the financial inability of a Dealer to make one or more payments on a Receivable. In connection with such transfersales and contributions, the Seller VCI further agrees, at its own expense, on or prior to the Initial Closing Date Date, in the case of Initial Accounts, the applicable Addition Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (ia) to clearly xxxx indicate in its computer files to indicate that the Receivables created in connection with the Accounts (other than any Additional Removed Accounts) have been transferred sold, and the Collateral Security assigned, to VDF pursuant to this Agreement and sold to the Trust pursuant to this the Trust Sale and Servicing Agreement for the benefit of the Certificateholders Residual Interestholder and pledged to the Indenture Trustee under the Indenture for the benefit of the Noteholders and the other Beneficiaries and (iib) to deliver to the Trustee VDF a computer file or microfiche or written list (which may be in electronic form) containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Initial Cut-Off Date, in the case of Initial Accounts, identified by and the applicable Additional Cut-Off Date, in the case of Additional Accounts (i) its account number and setting forth (ii) the aggregate amount of Principal Receivable and Receivable balance as of the related Cut Off DateReceivables in such Account. Such file or list list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not In addition, in connection with such sales or contributions, VCI shall deliver to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in VDF all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement documents constituting “instruments” (as defined in Section 9-102 of the UCC UCC) with such endorsements attached as in effect VDF may reasonably require. The purchase price for the Receivables sold by VCI to VDF on each Addition Date and on each Transfer Date shall be a price agreed to by VDF and VCI at the time of acquisition by VDF, which price shall not, in the State opinion of New York)VDF, be materially less favorable to VDF than prices for transactions of a generally similar character at the time of the acquisition taking into account the quality of such Receivables and other pertinent factors; provided that such consideration shall in any event not be less than reasonably equivalent value therefor. Pursuant If and to the request extent that VDF shall not have funds available to pay VCI the purchase price for the Receivables transferred (such difference is referred to herein as the “Excess Purchase Price”), (x) such Excess Purchase Price shall automatically be considered to have been contributed to VDF by VCI as a capital contribution or (y) at the option of VCI (as evidenced by notice to the SellerVDF), to the extent VDF would not be left with insufficient capital to meet, with a reasonable degree of certainty, its reasonably foreseeable obligations as they come due, VDF may increase the principal amount due and outstanding under the VDF Subordinated Note. By executing this Agreement, the Trustee has caused Certificates parties hereto do not intend to cancel, release or in authorized denominations evidencing any way impair the entire interest in conveyances previously made under the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------Existing Agreement.

Conveyance of Receivables. By execution Subject to the terms and conditions of this -------------------------- Agreement, the Seller does Seller, pursuant to the mutually agreed upon terms contained herein, hereby transfersells, assigntransfers, set-overassigns, and otherwise convey (collectively the "Conveyance") conveys to the Issuer, without recourse (but without limitation of its obligations in this Agreement), all of the right, title and interest of the Seller in and to the Receivables, all monies payable thereon or in respect thereof after the Cutoff Date, the security interests of AFS in the related Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Receivables, the Obligors or the related Financed Vehicles, including rebates of premiums, all Collateral Insurance and any Force-Placed Insurance relating to the Receivables, rights of AFS or the Seller against Dealers with respect to the Receivables under the Dealer Agreements and the Dealer Assignments, all items contained in the related Receivable Files, any and all other documents that AFS keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the related Financed Vehicles, the rights of the Seller under the Purchase Agreement, property (including the right to receive future Liquidation Proceeds) that secures a Receivable and that has been acquired by or on behalf of the Seller or the Issuer pursuant to liquidation of such Receivable, all funds on deposit from time to time in the Trust Accounts (including all income thereon and all amounts deposited in respect of Administrative Receivables and Warranty Receivables) and all investments therein and proceeds thereof, all proceeds and investments of any of the foregoing, all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or in lieu of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. It is the intention of the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and Other Conveyed Property from the Seller to the Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a first priority security interest to the Issuer in the property referred to in this Section 2.1 for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off Date, without recourse, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies and investments due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trust. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust Assets"). ------------ In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of issuance of the Certificates and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file the financing statements or continuation statements referred to herein, or to make any other filing under the UCC in connection with the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Assets for the purpose of securing a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created to the Trust. This Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------Noteholders.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the ------------------------- Seller does hereby transfer, assign, set-over, set over and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateIssuer, without recourserecourse except as provided herein, all of its right, title and interest in in, to and under (a) the Collateral Certificate, and (b) effective on the FCMT Termination Date, the Receivables existing at the opening of business on the FCMT Termination Date, and thereafter created from time to time until the termination of the Issuer, all Collections and Recoveries allocable to the Issuer as provided herein, the rights to receive certain amounts paid or payable as Interchange (if and to (i) the Receivables now existing and hereafter created and arising extent provided for in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional AccountsIndenture Supplement), all rights to security for any Receivables (iiincluding without limitation rights to bank accounts or certificates of deposit pledged as collateral) and the right to any Enhancement with respect to any Series, in each case together with all monies and investments due or to become due and all amounts received or receivable with respect thereto thereto, Transferred Assets acquired by Seller under the Receivables Purchase Agreement, rights described in clause (including all Finance Charge Receivables)a)(ii) of the definition of "Existing -------------- Assets" in the Receivables Purchase Agreement, rights under the Receivables Purchase Agreement relating to assets that have been transferred or contributed under the Receivables Purchase Agreement (iiiother than the right to acquire such assets under Sections 2.1(a) all proceeds of such Receivables, (ivand 2.1(b) Recoveries allocated to the Trust pursuant to subsection 2.5(l), (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(kthereof) and all proceeds thereof, which shall initially constitute ----------------- the assets of the Trustthereof and --------------- ------ Insurance Proceeds relating thereto. Such property, together with all monies and investments on deposit, from time other property credited to time, in the Collection Account, the Series Accounts and the Excess Funding AccountAccount (including any subaccounts of any such account), the Series Accounts maintained for the benefit rights of the Certificateholders of any Series of Certificates, any Enhancement Issuer under this Agreement and all monies available under any Enhancement, the Trust Agreement and the right to be provided for any Series for payment to the Certificateholders of such Series, receive Recoveries shall constitute the assets of the Trust Issuer (collectively, the "Trust ----- Assets"). ------------ In The foregoing does not constitute and is not intended to result in the ------- creation or assumption by the Issuer, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of the Seller, the Servicer or any other Person in connection with such transferthe Accounts or the Receivables or under any agreement or instrument relating thereto, assignmentincluding any obligation to Obligors, set-over and conveyancemerchant banks, merchants or clearance systems. On or prior to the Initial Closing Date, Seller shall deliver to the Owner Trustee a registered certificate representing the Collateral Certificate. On or prior to the FCMT Termination Date, Seller agrees to record and file, at its own expense, a financing statement statements (including any and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now and other Trust Assets conveyed by Seller existing on the FCMT Termination Date and hereafter thereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicable) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect perfect, and maintain the perfection of, the transfer and assignment of the its interest in such Receivables and other Trust Assets to the TrustIssuer, and to deliver a file-file stamped copy of each such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing with the ----------- file-stamped copy to be provided to the Owner Trustee as soon as practicable after receipt thereof by the SellerFCMT Termination Date, and (if any additional filing is so necessary) to as soon as practicable after the Trustee on or prior to the date of issuance of the Certificates and applicable Addition Date, in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerReceivables and other Trust Assets arising in Additional Accounts. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, Owner Trustee shall be under no obligation whatsoever to file the such financing statements or continuation statements referred to herein, or to make any other filing under the applicable UCC in connection with the foregoing transfer, such transfer and assignment, set-over and conveyance. In connection with such transfer, the Seller further agrees, at its own expense, on or prior to (x) the Initial Closing Date FCMT Termination Date, (iy) the applicable Addition Date, in the case of Additional Accounts (other than Additional Accounts added pursuant to Section 2.6(e)), and --------------- (z) the applicable Removal Date, in the case of Removed Accounts, (a) to clearly xxxx its indicate in the appropriate computer files to indicate that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts (other than any Additional Accounts) have been transferred conveyed to the Trust Issuer pursuant to this Agreement for (or conveyed to Seller or its designee in accordance with Section 2.7, in the benefit case of the Certificateholders Removed ----------- Accounts) and (iib) to deliver to the Owner Trustee a computer file or microfiche list containing a true and complete list of all such AccountsAccounts specifying for each such Account, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off FCMT Termination Date, the applicable Addition Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such Each such file or list list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 ---------- to this Agreement, delivered to the Trustee as confidential and proprietary, Agreement and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter If the code referenced in clause (i) of this paragraph arrangements with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either shall constitute a loan and not a purchase and sale of such Receivables from Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Issuer a first priority perfected security interest in all of the Seller's right, title and interest interest, whether owned on the FCMT Termination Date or thereafter acquired, in, to and under the Receivables and the other Trust Assets conveyed by Seller, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the Trust Assets, to secure its obligations hereunder. Seller and Servicer acknowledge that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to the Issuer hereby and which are maintained with Servicer or of which Servicer has possession, shall be so maintained and held by Servicer on behalf and for the purpose benefit of securing a loan the Issuer, in an amount equal accordance with the terms of this Agreement. Additionally, for purposes of perfecting the Issuer's security interest in bank accounts pledged to Seller, which security interest Seller has transferred to the unpaid principal amount Issuer hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller and Servicer by the Issuer of the Investor Certificates issued hereunder Issuer's security interest in such bank accounts, and pursuant to a Supplement and the interest accrued at the related certificate rate and to secure all of the (ii) Seller's and the Servicer's obligations hereunder, including without limitation, the Seller's obligation to sell or transfer Receivables hereafter created acknowledgment of and consent to the Trust. This Agreement shall constitute a Issuer's notice and the Issuer's security agreement (as defined in the UCC as in effect in the State of New York). Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------such bank accounts.

Conveyance of Receivables. By execution of this -------------------------- Agreement, the Seller The Transferor does hereby transfer, assign, set-over, and otherwise convey (collectively the "Conveyance") to the Trust for the benefit of the ---------- Certificateholders as of the close of business on the Cut-Off DateSecurityholders, without recourse, all of its right, title and interest in in, to and to under (i) the Receivables now existing and hereafter created and arising in connection with the Accounts existing as of the Initial Closing Date and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), including without limitation, all accounts, general intangibles, chattel paper, contract rights, and other obligations of any Obligor with respect to the Receivables, now or hereafter existing, (ii) all monies and investments due or to become due with respect thereto (including all including, without limitation, the right to any Finance Charge Receivables, including any Recoveries), (iii) all proceeds of such Receivables, (iv) Recoveries allocated to the Trust pursuant to subsection 2.5(l), Purchase Agreement and (v) all funds deposited ----------------- from time to time in any Series Account now existing or hereafter established, including any reserve account, principal funding account, cash collateral account or spread account, and (vi) Interchange allocable the Bank Receivables Purchase Agreement to the Trust pursuant extent that it relates to subsection 2.5(k) and all proceeds thereof, which shall initially constitute ----------------- the assets of the TrustReceivables. Such property, together with all monies and investments on deposit, from time to time, in the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders Securityholders of any Series of CertificatesSecurities, any Enhancement and all monies available under any Enhancement, to be provided for any Series for payment to the Certificateholders Securityholders of such Series, shall constitute the assets of the Trust (collectively, the "Trust AssetsProperty"). ------------ The foregoing transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trust, the Trustee or any Investor Securityholder of any obligation of the Transferor, the Servicer, the applicable Credit Card Originator or any other Person in connection with the Receivables or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors, merchant banks, merchant clearance systems, VISA USA, Inc., MasterCard International Incorporated or insurers, or in connection with the Purchase Agreement or the Bank Receivables Purchase Agreement. In connection with such transfer, assignment, set-over and conveyance, the Seller Transferor agrees to record and file, at its own expense, a one or more financing statement statements (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts accounts, chattel paper or general intangibles (each as defined in Section 9-106 of the UCC as in effect in the State of New York or Connecticut, whichever is applicableRelevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy copies of such financing statement statements or continuation statement statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone facsimile confirmation of such filing with the ----------- file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Sellerfiling) to the Trustee on or prior to the date of issuance of the Certificates Securities, and in the case of any continuation statements filed pursuant to this Section 2.1, as ----------- soon as practicable after receipt thereof by the SellerTransferor. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. The Trustee, except when acting as Servicer, shall be under no obligation whatsoever to file To the financing statements or continuation statements referred to herein, or to make any other filing under extent that the UCC in connection with transfer of the foregoing transfer, assignment, set-over and conveyance. In connection with such transfer, Receivables from the Seller agrees, at its own expense, on or prior to the Initial Closing Date (i) to clearly xxxx its computer files to indicate that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred Transferor to the Trust pursuant hereunder may be characterized as a pledge rather than as a sale, the Transferor hereby grants and transfers to this Agreement the Trustee for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Principal Receivable and Receivable balance as of the related Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during ---------- the term of this Agreement unless and until such Account becomes a Removed Account. The Seller intends that the transfer and assignment of Receivables hereunder constitutes either a sale of such Receivables from the Seller to the Trust or the grant of a security interest in the Trust Assets to the Trust. The Seller, therefore, transfers and grants to the Trustee, on behalf of the Trust, Securityholders a first priority perfected security interest in all of the SellerTransferor's right, title and interest in, to and under the Trust Assets for the purpose of securing Property to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates Securities issued hereunder and or to be issued pursuant to a Supplement this Agreement and the interest accrued thereon at the related certificate rate Security Rate and to secure all of the SellerTransferor's and the Servicer's obligations hereunder, including including, without limitation, the SellerTransferor's obligation to sell or transfer Receivables hereafter created or acquired to the Trust. This Trust (the "Secured Obligations"), and agrees that this Agreement shall constitute a security agreement (as defined in the UCC as in effect in the State of New York)under applicable law. Pursuant to the request of the Seller, the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or upon the order of the Seller pursuant to Section 6.2. -----------2.2