Common use of Repurchase Obligation Clause in Contracts

Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 23 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Receivables 24 Section 6.04. Dispute Resolution 24 ARTICLE VII CONDITIONS PRECEDENT Section 7.01. Conditions to Purchase 29 Section 7.02. Conditions to Purchaser’s Obligations Regarding Additional Receivables 29 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.01. Term 29 Section 8.02. Purchase Termination 30 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment 30 Section 9.02. GOVERNING LAW 30 Section 9.03. Notices 30 Section 9.04. Severability of Provisions 31 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 Section 9.06. Acknowledgement and Agreement of RPA Seller 32 Section 9.07. Further Assurances 32 Section 9.08. Nonpetition Covenant 33 Section 9.09. No Waiver; Cumulative Remedies 33 Section 9.10. Counterparts 33 Section 9.11. Binding Third-Party Beneficiaries 33 Section 9.12. Merger and Integration 33 Section 9.13. Schedules and Exhibits 33 EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE EXHIBIT B FORM OF SUBORDINATED NOTE EXHIBIT C FORM OF OPINION OF COUNSEL EXHIBIT D FORM OF ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of June 14, 2016 between WORLD’S FOREMOST BANK, a Nebraska state banking corporation (the “Bank”), as seller (“RPA Seller”) and WFB FUNDING, LLC, a Nebraska limited liability company, as purchaser (“Purchaser”). R E C I T A L S:

Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 23 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Receivables 24 Section 6.04. Dispute Resolution 24 ARTICLE VII CONDITIONS PRECEDENT Section 7.01. Conditions to Purchase 29 Section 7.02. Conditions to Purchaser’s Obligations Regarding Additional Receivables 29 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.01. Term 29 Section 8.02. Purchase Termination 30 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment 30 Section 9.02. GOVERNING LAW 30 Section 9.03. Notices 30 Section 9.04. Severability of Provisions 31 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 Section 9.06. Acknowledgement and Agreement of RPA Seller 32 Section 9.07. Further Assurances 32 Section 9.08. Nonpetition Covenant 33 Section 9.09. No Waiver; Cumulative Remedies 33 Section 9.10. Counterparts 33 Section 9.11. Binding Third-Party Third -Party Beneficiaries 33 Section 9.12. Merger and Integration 33 Section 9.13. Schedules and Exhibits 33 EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE A-1 EXHIBIT B FORM OF SUBORDINATED NOTE B-1 EXHIBIT C FORM OF OPINION OF COUNSEL C-1 EXHIBIT D FORM OF ANNUAL OPINION OF COUNSEL D-1 SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE S-1 AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of June 14[●], 2016 between WORLD’S FOREMOST BANK, a Nebraska state banking corporation (the “Bank”), as seller (“RPA Seller”) and WFB FUNDING, LLC, a Nebraska limited liability company, as purchaser (“Purchaser”). R E C I T A L S:

Repurchase Obligation. 28 Section 6.01. Reassignment of Ineligible Receivables 23 28 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Other Receivables 24 Section 6.04. Dispute Resolution 24 28 ARTICLE VII CONDITIONS PRECEDENT 30 Section 7.01. Conditions to Purchase 29 RFC VIII’s Obligations Regarding Initial Receivables 30 Section 7.02. Conditions Precedent to PurchaserTRS’s Obligations Regarding Additional Receivables 29 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 30 ARTICLE VIII TERM AND PURCHASE TERMINATION 32 Section 8.01. Term 29 32 Section 8.02. Purchase Termination 30 32 ARTICLE IX MISCELLANEOUS PROVISIONS 33 Section 9.01. Amendment 30 33 -i- TABLE OF CONTENTS (continued) Page Section 9.02. GOVERNING LAW 30 Governing Law 33 Section 9.03. Notices 30 33 Section 9.04. Severability of Provisions 31 34 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 Assignment 34 Section 9.06. Acknowledgement and Agreement of RPA Seller 32 TRS 34 Section 9.07. Further Assurances 32 34 Section 9.08. Nonpetition Covenant 33 Section 9.09. No Waiver; Cumulative Remedies 33 35 Section 9.09. Counterparts 35 Section 9.10. Counterparts 33 Section 9.11. Binding Binding; Third-Party Beneficiaries 33 35 Section 9.129.11. Merger and Integration 33 35 Section 9.12. Headings 35 Section 9.13. Schedules and Exhibits 33 35 Section 9.14. Survival of Representations and Warranties 35 Section 9.15. Nonpetition Covenant 35 EXHIBIT A FORM OF AGGREGATE ADDITION ACCOUNT SUPPLEMENTAL CONVEYANCE CONVEYANCE.............................................................................................. A-1 EXHIBIT B FORM OF SUBORDINATED NOTE SUPPLEMENTAL CONVEYANCE FOR NEW ACCOUNTS.................................................................................................... B-1 EXHIBIT C FORM OF OPINION REASSIGNMENT OF COUNSEL EXHIBIT D FORM RECEIVABLES...................................... C-1 SCHEDULE 1 LIST OF ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE ACCOUNTS .....................................................................................S-1 AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”)AGREEMENT, dated as of June 14July 29, 2016 2016, by and between WORLD’S FOREMOST BANKAMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a Nebraska state banking New York corporation (the together with its successors and assigns, “BankTRS”), as seller (“RPA Seller”) and WFB FUNDING, AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC, a Nebraska Delaware limited liability companycompany (together with its successors and assigns, as purchaser (“PurchaserRFC VIII”). R E C I T A L S:.

Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 23 27 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Other Receivables 24 Section 6.04. Dispute Resolution 24 27 TABLE OF CONTENTS continued Page ARTICLE VII CONDITIONS PRECEDENT Section 7.01. Conditions to Purchase the Purchaser’s Obligations Regarding Initial Receivables 29 Section 7.02. Conditions Precedent to Purchaserthe Seller’s Obligations Regarding Additional Receivables 29 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.01. Term 29 31 Section 8.02. Purchase Termination 30 31 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment 30 32 Section 9.02. GOVERNING LAW 30 Governing Law 32 Section 9.03. Notices 30 32 Section 9.04. Severability of Provisions 31 32 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 Assignment 32 Section 9.06. Acknowledgement and Agreement of RPA the Seller 32 33 Section 9.07. Further Assurances 32 33 Section 9.08. Nonpetition Covenant 33 Section 9.09. No Waiver; Cumulative Remedies 33 Section 9.109.09. Counterparts 33 Section 9.119.10. Binding Binding; Third-Party Beneficiaries 33 Section 9.129.11. Merger and Integration 33 34 Section 9.12. Headings 34 Section 9.13. Schedules and Exhibits 33 34 Section 9.14. Survival of Representations and Warranties 34 Section 9.15. Nonpetition Covenant 34 EXHIBIT A A: FORM OF SUPPLEMENTAL CONVEYANCE EXHIBIT B FORM ............................................... A-1 SCHEDULE 1: LIST OF SUBORDINATED NOTE EXHIBIT C FORM OF OPINION OF COUNSEL EXHIBIT D FORM OF ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE ACCOUNTS ......................................................................................I-1 AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”)AGREEMENT, dated as of June 14April 1, 2016 2018, by and between WORLD’S FOREMOST AMERICAN EXPRESS NATIONAL BANK, a Nebraska state national banking corporation association (the together with its permitted successors and assigns, “BankAENB”), as seller (“RPA Seller”) seller, and WFB FUNDING, AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC, a Nebraska Delaware limited liability companycompany (together with its permitted successors and assigns, “RFC III”), as purchaser (“Purchaser”). R E C I T A L S:purchaser.

Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 23 22 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 23 Section 6.03. Conveyance of Reassigned Receivables 24 Section 6.04. Dispute Resolution 24 23 ARTICLE VII CONDITIONS PRECEDENT Section 7.01. Conditions to Purchase 29 23 Section 7.02. Conditions to Purchaser’s Obligations Regarding Additional Receivables 29 24 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 24 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.01. Term 29 24 Section 8.02. Purchase Termination 30 24 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment 30 25 Section 9.02. GOVERNING LAW 30 25 Section 9.03. Notices 30 25 Section 9.04. Severability of Provisions 31 25 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 26 Section 9.06. Acknowledgement and Agreement of RPA Seller 32 27 Section 9.07. Further Assurances 32 27 Section 9.08. Nonpetition Covenant 33 27 Section 9.09. No Waiver; Cumulative Remedies 33 28 Section 9.10. Counterparts 33 28 Section 9.11. Binding Third-Party Beneficiaries 33 28 Section 9.12. Merger and Integration 33 28 Section 9.13. Schedules and Exhibits 33 28 EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE EXHIBIT B FORM OF SUBORDINATED NOTE EXHIBIT C FORM OF OPINION OF COUNSEL EXHIBIT D FORM OF ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of June 14February 4, 2016 2003 between WORLD’S FOREMOST BANK, NATIONAL ASSOCIATION, a Nebraska state banking corporation CEBA credit card bank (the “Bank”), as seller (“RPA Seller”) and WFB FUNDING, LLC, a Nebraska limited liability company, as purchaser (“Purchaser”). R E C I T A L S:

Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 23 24 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Receivables 24 25 Section 6.04. Dispute Resolution 24 25 ARTICLE VII CONDITIONS PRECEDENT Section 7.01. Conditions to Purchase 29 30 Section 7.02. Conditions to Purchaser’s Obligations Regarding Additional Receivables 29 30 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 30 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.01. Term 29 31 Section 8.02. Purchase Termination 30 31 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment 30 31 Section 9.02. GOVERNING LAW 30 31 Section 9.03. Notices 30 32 Section 9.04. Severability of Provisions 31 32 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 32 Section 9.06. Acknowledgement and Agreement of RPA Seller 32 33 Section 9.07. Further Assurances 32 34 Section 9.08. Nonpetition Covenant 33 34 Section 9.09. No Waiver; Cumulative Remedies 33 34 Section 9.10. Counterparts 33 34 Section 9.11. Binding Third-Party Beneficiaries 33 34 Section 9.12. Merger and Integration 33 35 Section 9.13. Schedules and Exhibits 33 35 EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE EXHIBIT B FORM OF SUBORDINATED NOTE EXHIBIT C FORM OF PROVISIONS TO BE INCLUDED IN OPINION OF COUNSEL WITH RESPECT TO ADDITION OF ACCOUNTS EXHIBIT D FORM OF PROVISIONS TO BE INCLUDED IN ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE TAPE, HARD COPY, COMPACT DISC OR OTHER TANGIBLE MEDIUM SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of June 14September 23, 2016 between WORLD’S FOREMOST BANKFIRST NATIONAL BANK OF OMAHA, a Nebraska state national banking corporation association (the “BankFNBO”), as seller (“RPA Seller”) and WFB FUNDING, FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as purchaser (“Purchaser”), amends and restates, in its entirety, the Receivables Purchase Agreement, originally dated as of October 24, 2002 between RPA Seller and Purchaser, as amended and restated, in its entirety, by the First Amended and Restated Receivables Purchase Agreement dated as of December 20, 2012, between RPA Seller and Purchaser (the “Existing RPA”). This Agreement constitutes an amendment of the Existing RPA pursuant to Section 9.01 of the Existing RPA. R E C I T A L S:

Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 23 22 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 22 Section 6.03. Conveyance of Reassigned Receivables 24 Section 6.04. Dispute Resolution 24 23 ARTICLE VII CONDITIONS PRECEDENT Section 7.01. Conditions to Purchase 29 23 Section 7.02. Conditions to Purchaser’s Obligations Regarding Additional Receivables 29 23 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 24 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.01. Term 29 24 Section 8.02. Purchase Termination 30 24 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment 30 24 Section 9.02. GOVERNING LAW 30 25 Section 9.03. Notices 30 25 Section 9.04. Severability of Provisions 31 25 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 25 Section 9.06. Acknowledgement and Agreement of RPA Seller 32 26 Section 9.07. Further Assurances 32 27 Section 9.08. Nonpetition Covenant 33 27 Section 9.09. No Waiver; Cumulative Remedies 33 27 Section 9.10. Counterparts 33 27 Section 9.11. Binding Third-Party Beneficiaries 33 28 Section 9.12. Merger and Integration 33 28 Section 9.13. Schedules and Exhibits 33 28 EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE EXHIBIT B FORM OF SUBORDINATED NOTE EXHIBIT C FORM OF PROVISIONS TO BE INCLUDED IN OPINION OF COUNSEL WITH RESPECT TO ADDITIONAL ACCOUNTS EXHIBIT D FORM OF PROVISIONS TO BE INCLUDED IN ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS This FIRST AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of June 14December 20, 2016 2012 between WORLD’S FOREMOST BANKFIRST NATIONAL BANK OF OMAHA, a Nebraska state national banking corporation association (the “BankFNBO”), as seller (“RPA Seller”) and WFB FUNDING, FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as purchaser (“Purchaser”). R E C I T A L S:, amends and restates the Receivables Purchase Agreement, dated as of October 24, 2002 between RPA Seller and Purchaser (the “Existing RPA”).

Repurchase Obligation. 28 Section 6.01. Reassignment of Ineligible Receivables 23 28 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Other Receivables 24 Section 6.04. Dispute Resolution 24 28 ARTICLE VII CONDITIONS PRECEDENT 30 Section 7.01. Conditions to Purchase 29 TRS’s Obligations Regarding Initial Receivables 30 Section 7.02. Conditions Precedent to Purchaserthe Seller’s Obligations Regarding Additional Receivables 29 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 30 ARTICLE VIII TERM AND PURCHASE TERMINATION 32 Section 8.01. Term 29 32 Section 8.02. Purchase Termination 30 32 ARTICLE IX MISCELLANEOUS PROVISIONS 33 Section 9.01. Amendment 30 33 -i- TABLE OF CONTENTS (continued) Page Section 9.02. GOVERNING LAW 30 Governing Law 33 Section 9.03. Notices 30 33 Section 9.04. Severability of Provisions 31 34 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 Assignment 34 Section 9.06. Acknowledgement and Agreement of RPA the Seller 32 34 Section 9.07. Further Assurances 32 34 Section 9.08. Nonpetition Covenant 33 Section 9.09. No Waiver; Cumulative Remedies 33 35 Section 9.09. Counterparts 35 Section 9.10. Counterparts 33 Section 9.11. Binding Binding; Third-Party Beneficiaries 33 35 Section 9.129.11. Merger and Integration 33 35 Section 9.12. Headings 35 Section 9.13. Schedules and Exhibits 33 35 Section 9.14. Survival of Representations and Warranties 35 Section 9.15. Nonpetition Covenant 36 EXHIBIT A FORM OF AGGREGATE ADDITION ACCOUNT SUPPLEMENTAL CONVEYANCE CONVEYANCE.............................................................................................. A-1 EXHIBIT B FORM OF SUBORDINATED NOTE EXHIBIT C FORM SUPPLEMENTAL CONVEYANCE FOR NEW ACCOUNTS.................................................................................................... B-1 SCHEDULE 1 LIST OF OPINION OF COUNSEL EXHIBIT D FORM OF ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE ACCOUNTS .....................................................................................S-1 AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”)AGREEMENT, dated as of June 14April 1, 2016 2018, by and between WORLD’S FOREMOST AMERICAN EXPRESS NATIONAL BANK, a Nebraska state national banking corporation association (the together with its successors and assigns, “BankAENB”), as seller (“RPA Seller”) seller, and WFB FUNDINGAMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, LLCINC., a Nebraska limited liability companyNew York corporation (together with its successors and assigns, “TRS”), as purchaser (“Purchaser”). R E C I T A L S:purchaser.

Repurchase Obligation. Section 6.01. Reassignment of Ineligible Receivables 23 24 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Receivables 24 25 Section 6.04. Dispute Resolution 24 25 ARTICLE VII CONDITIONS PRECEDENT Section 7.01. Conditions to Purchase 29 30 Section 7.02. Conditions to Purchaser’s Obligations Regarding Additional Receivables 29 30 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 30 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.01. Term 29 31 Section 8.02. Purchase Termination 30 31 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment 30 31 Section 9.02. GOVERNING LAW 30 31 Section 9.03. Notices 30 32 Section 9.04. Severability of Provisions 31 32 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 32 Section 9.06. Acknowledgement and Agreement of RPA Seller 32 33 Section 9.07. Further Assurances 32 34 Section 9.08. Nonpetition Covenant 33 34 Section 9.09. No Waiver; Cumulative Remedies 33 34 Section 9.10. Counterparts 33 34 Section 9.11. Binding Third-Party Beneficiaries 33 34 Section 9.12. Merger and Integration 33 35 Section 9.13. Schedules and Exhibits 33 35 EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE EXHIBIT B FORM OF SUBORDINATED NOTE EXHIBIT C FORM OF PROVISIONS TO BE INCLUDED IN OPINION OF COUNSEL WITH RESPECT TO ADDITIONAL ACCOUNTS EXHIBIT D FORM OF PROVISIONS TO BE INCLUDED IN ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE TAPE HARD COPY, COMPACT DISC OR OTHER TANGIBLE MEDIUM SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of June 14[ ], 2016 between WORLD’S FOREMOST BANKFIRST NATIONAL BANK OF OMAHA, a Nebraska state national banking corporation association (the “BankFNBO”), as seller (“RPA Seller”) and WFB FUNDING, FIRST NATIONAL FUNDING LLC, a Nebraska limited liability company, as purchaser (“Purchaser”), amends and restates, in its entirety, the Receivables Purchase Agreement, originally dated as of October 24, 2002 between RPA Seller and Purchaser, as amended and restated, in its entirety, by the First Amended and Restated Receivables Purchase Agreement dated as of December 20, 2012, between RPA Seller and Purchaser (the “Existing RPA”). This Agreement constitutes an amendment of the Existing RPA pursuant to Section 9.01 of the Existing RPA. R E C I T A L S:

Repurchase Obligation. 28 Section 6.01. Reassignment of Ineligible Receivables 23 28 Section 6.02. Reassignment of Holders’ Interest in Trust Portfolio 24 Section 6.03. Conveyance of Reassigned Other Receivables 24 Section 6.04. Dispute Resolution 24 28 ARTICLE VII CONDITIONS PRECEDENT 30 Section 7.01. Conditions to Purchase 29 RFC VIII’s Obligations Regarding Initial Receivables 30 Section 7.02. Conditions Precedent to PurchaserTRS’s Obligations Regarding Additional Receivables 29 Section 7.03. Conditions Precedent to Obligations of RPA Seller 29 30 ARTICLE VIII TERM AND PURCHASE TERMINATION 32 Section 8.01. Term 29 32 Section 8.02. Purchase Termination 30 32 ARTICLE IX MISCELLANEOUS PROVISIONS 33 Section 9.01. Amendment 30 33 -i- TABLE OF CONTENTS (continued) Page Section 9.02. GOVERNING LAW 30 Governing Law 33 Section 9.03. Notices 30 33 Section 9.04. Severability of Provisions 31 34 Section 9.05. Merger or Consolidation of, or Assumption of the Obligations of, RPA Seller 31 Assignment 34 Section 9.06. Acknowledgement and Agreement of RPA Seller 32 TRS 34 Section 9.07. Further Assurances 32 34 Section 9.08. Nonpetition Covenant 33 Section 9.09. No Waiver; Cumulative Remedies 33 35 Section 9.09. Counterparts 35 Section 9.10. Counterparts 33 Section 9.11. Binding Binding; Third-Party Beneficiaries 33 35 Section 9.129.11. Merger and Integration 33 35 Section 9.12. Headings 35 Section 9.13. Schedules and Exhibits 33 35 Section 9.14. Survival of Representations and Warranties 35 Section 9.15. Nonpetition Covenant 35 EXHIBIT A FORM OF AGGREGATE ADDITION ACCOUNT SUPPLEMENTAL CONVEYANCE CONVEYANCE.............................................................................................. A-1 EXHIBIT B FORM OF SUBORDINATED NOTE SUPPLEMENTAL CONVEYANCE FOR NEW ACCOUNTS.................................................................................................... B-1 EXHIBIT C FORM OF OPINION REASSIGNMENT OF COUNSEL EXHIBIT D FORM RECEIVABLES...................................... C-1 SCHEDULE 1 LIST OF ANNUAL OPINION OF COUNSEL SCHEDULE I ACCOUNT SCHEDULE—DELIVERED AS COMPUTER FILE OR MICROFICHE ACCOUNTS .....................................................................................S-1 SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”)AGREEMENT, dated as of June 14April 1, 2016 2018, by and between WORLD’S FOREMOST BANKAMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., a Nebraska state banking New York corporation (the together with its successors and assigns, “BankTRS”), as seller (“RPA Seller”) and WFB FUNDING, AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC, a Nebraska Delaware limited liability companycompany (together with its successors and assigns, as purchaser (“PurchaserRFC VIII”). R E C I T A L S:.