Common use of Appointment of Trustee; Conveyance of Receivables Clause in Contracts

Appointment of Trustee; Conveyance of Receivables. (a) The Transferor appoints and authorizes Norwest Bank Minnesota, National Association to act as Trustee as provided herein and to exercise such powers under this Agreement as are delegated to the Trustee by the terms hereof together with all such powers, obligations and duties as are reasonably incidental thereto. The Trustee hereby accepts such appointment and agrees to exercise such powers and perform such functions on behalf of the Certificateholders from time to time as are specifically delegated to the Trustee by the terms hereof. (b) The Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trust for the benefit of the Certificateholders, without recourse, all right, title and interest of the Transferor in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto (including all Finance Charges, Recoveries and Interchange, if any) on and after the Cut-Off Date, all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, and all proceeds of the foregoing (including Insurance Proceeds). Such property, together with all monies as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of the Certificateholders and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders shall constitute the property of the Trust (the "Trust 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 Certificateholder of any obligation of the Servicer, the Transferor, any Seller, any Eligible Originator 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 such transfers, the Transferor agrees to record and file, at its own expense, financing statements (and assignment 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 chattel paper, accounts and general intangibles (each as defined in the UCC in effect in the Relevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfers and assignments of the Receivables by the Transferor to the Trust, and to deliver to the Trustee a file-stamped copy of such financing statements or other evidence that such filings were made on or prior to the Initial Closing Date. In connection with such transfers, the Transferor agrees, at its own expense, on or prior to the Initial Closing Date to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the computer files of the Transferor and the Sellers that the Receivables created in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included pursuant to Section 2.6(d)) have been sold and transferred to the Transferor pursuant to the Receivables Purchase Agreements or otherwise and thereupon by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor further agrees to deliver or cause to be delivered to the Trustee (a) on the Initial Closing Date, a computer file, microfiche or written list containing a true and complete list of all such Accounts, identified by account number and by Receivable balance as of the Cut-Off Date and (b) so long as Automatic Additional Accounts are being included pursuant to Section 2.6(d), on or prior to the first Distribution Date that occurs after March 31, June 30, September 30 and December 31 of each year and otherwise at any time upon request of the Trustee, a new computer file, microfiche or written 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 Monthly 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 Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunder, and is hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this Agreement, shall be delivered to the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunder, shall replace the then existing Schedule 1 hereto, and shall be incorporated into and made a part of this Agreement. The Transferor agrees, at its own expense, by the end of the Monthly Period in which any Transferred Accounts have been originated to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the computer files of the Transferor and the Sellers that the Receivables created in connection with the Transferred Accounts have been transferred to the Transferor and thereupon transferred by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor's right, title and interest in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto on and after the Cut-Off Date (including all Finance Charge Receivables and Recoveries), and all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, all proceeds of the foregoing, such funds as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of Certificateholders, and the benefits of any Enhancement for any Series for payment to Certificateholders in order to secure the payment of each Series (the "Obligations"). This Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Transferor, 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 Transferor pursuant to Section 6.2.

Appointment of Trustee; Conveyance of Receivables. (a) The Bank, as Transferor appoints under the Prior Agreement, confirms that it has appointed and authorizes Norwest Bank Minnesotaauthorized, National Association and the Transferor does hereby appoint and authorize, Bankers Trust Company to act as Trustee as provided herein and to exercise such powers under this Agreement as are delegated to the Trustee by the terms hereof together with all such powers, obligations and duties powers as are reasonably incidental thereto. The Trustee hereby accepts confirms such appointment and agrees to exercise such powers and perform such functions on behalf of the Certificateholders from time to time as are specifically delegated to the Trustee by the terms hereof. The Trust created by and maintained by the Prior Agreement shall continue to exist and be maintained under this Agreement. (b) The Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trust Trust, for the benefit of the Certificateholders, without recourserecourse except as provided herein, all right, title and interest of the Transferor in and to the Receivables, now existing and hereafter createdReceivables created on or after the Substitution Date, all monies due or to become due and all amounts received with respect thereto to such Receivables (including Finance Charge Receivables and Recoveries), all Finance Charges, Recoveries proceeds of such Receivables (including Insurance Proceeds) and Interchange, if any) the Interchange Amount with respect to each Collection Period commencing on and or after the CutSubstitution Date. The Transferor does hereby further transfer, assign, set-Off Dateover, and otherwise convey to the Trust, for the benefit of the Certificateholders, all of the Transferor's its rights, remedies, powers, privileges and claims under or with respect to the ReceivablesReceivables 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 give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement, and all proceeds of . The property described in the foregoing (including Insurance Proceeds). Such propertyprior two sentences, together with the Prior Trust Property and all monies as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of the Certificateholders (including, to the extent specified in the related Supplement, investment earnings on such amounts), all proceeds of the foregoing and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders Certificateholders, shall constitute the property of the Trust (the "Trust 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 Certificateholder of any obligation of the Servicer, the Transferor, any Seller, any Eligible Originator 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 such transferstransfer, the Transferor agrees to record and file (and does hereby authorize the Trustee to record and file), at its own expensethe expense of the Transferor, financing statements (and assignment 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 chattel paper, accounts and general intangibles (each as defined in the UCC in effect in the Relevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfers and assignments of the Receivables by the Transferor to the Trust, and to deliver to the Trustee a file-stamped copy of such financing statements or other evidence that such filings were made on or prior to the Initial Closing Date. In connection with such transfers, the Transferor agrees, at its own expense, on or prior to the Initial Closing Date to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the computer files of the Transferor and the Sellers that the Receivables created in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included pursuant to Section 2.6(d)) have been sold and transferred to the Transferor pursuant to the Receivables Purchase Agreements or otherwise and thereupon by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor further agrees to deliver or cause to be delivered to the Trustee (a) on the Initial Closing Date, a computer file, microfiche or written list containing a true and complete list of all such Accounts, identified by account number and by Receivable balance as of the Cut-Off Date and (b) so long as Automatic Additional Accounts are being included pursuant to Section 2.6(d), on or prior to the first Distribution Date that occurs after March 31, June 30, September 30 and December 31 of each year and otherwise at any time upon request of the Trustee, a new computer file, microfiche or written 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 Monthly 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 Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunder, and is hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this Agreement, shall be delivered to the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunder, shall replace the then existing Schedule 1 hereto, and shall be incorporated into and made a part of this Agreement. The Transferor agrees, at its own expense, by the end of the Monthly Period in which any Transferred Accounts have been originated to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the computer files of the Transferor and the Sellers that the Receivables created in connection with the Transferred Accounts have been transferred to the Transferor and thereupon transferred by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor's right, title and interest in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto on and after the Cut-Off Date (including all Finance Charge Receivables and Recoveries), and all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, all proceeds of the foregoing, such funds as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of Certificateholders, and the benefits of any Enhancement for any Series for payment to Certificateholders in order to secure the payment of each Series (the "Obligations"). This Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Transferor, 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 Transferor pursuant to Section 6.2.when

Appointment of Trustee; Conveyance of Receivables. (a) The Transferor appoints Transferors appoint and authorizes Norwest authorize The Bank Minnesota, National Association of New York to act as Trustee as provided herein and to exercise such powers under this Agreement as are delegated to the Trustee by the terms hereof together with all such powers, obligations and duties powers as are reasonably incidental thereto. The Trustee hereby accepts such appointment and agrees to exercise such powers and perform such functions on behalf of the Certificateholders from time to time as are specifically delegated to the Trustee by the terms hereof. (b) The Transferor RFC does hereby transfer, assign, set-over, and otherwise convey to the Trust for the benefit of the Certificateholders, without recourse, all right, title and interest of the Transferor RFC in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto (including all Finance Charges, Recoveries and Interchange, if anyRecoveries) on and after the Cut-Off Date, all proceeds of such Receivables, and all right, title and interest of RFC in, to and under the Receivable Purchase Agreement. Centurion Bank does hereby transfer, assign, set-over, and otherwise convey to the Trust for the benefit of the Transferor's rightsCertificateholders, with respect without recourse, all right, title and interest of Centurion Bank in and to the Receivables, under now existing and hereafter created, all monies due or to become due with respect thereto (including Recoveries) on and after the Receivables Purchase Agreement, Cut-Off Date and all proceeds of such Receivables. The property described in the foregoing (including Insurance Proceeds). Such propertytwo immediately preceding sentences, together with all monies as are from time to time deposited in the Collection Account, the Excess Special Funding Account and any other account or accounts maintained for the benefit of the Certificateholders and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders shall constitute the property of the Trust (the "Trust Property"). The foregoing transfertransfers, assignmentassignments, set-over overs and conveyance does conveyances do not constitute and is are not intended to result in a creation or an assumption by the Trust, the Trustee or any Certificateholder of any obligation of the Servicer, the Transferor, any Seller, any Eligible Originator either 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 such transferstransfer, the each Transferor agrees to record and file, at its own expense, financing statements (and assignment 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 chattel paper, accounts and general intangibles (each both as defined in the UCC in effect in the Relevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfers and assignments of the Receivables by the such Transferor to the Trust, and to deliver to the Trustee a file-stamped copy of such financing statements or other evidence that of such filings were made to the Trustee on or prior to the Initial Closing Date. In connection with such transferstransfer, the Transferor Servicer agrees, on behalf of the Transferors, at its own expense, on or prior to the Initial Closing Date to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included pursuant to Section 2.6(d)Account) have been sold and transferred to the Transferor pursuant to the Receivables Purchase Agreements or otherwise and thereupon by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor On behalf of the Transferors, the Servicer further agrees to deliver or cause to be delivered to the Trustee (a) on the Initial Closing Date, a computer file, file or microfiche or written list containing a true and complete list of all such Accounts, identified by account number and by Receivable Receivables balance as of the applicable Cut-Off Date and (b) so long as Automatic Additional Accounts are being included pursuant to Section 2.6(d), on or prior to the first Distribution Date that occurs after March 31, June 30, September 30 and December 31 within twenty Business Days of each year and otherwise at any time upon request of by the Trustee, a new computer file, file or microfiche or written 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 Monthly 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 files or list lists shall be marked as Schedule 1 to this Agreement, shall be delivered to the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliatesproprietary, and to be used by the Trustee solely in pursuance of its duties hereunder, and is are hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this AgreementThe Servicer agrees, shall be delivered to on behalf of the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunder, shall replace the then existing Schedule 1 hereto, and shall be incorporated into and made a part of this Agreement. The Transferor agreesTransferors, at its own expense, by the end of the Monthly Due Period in which any Transferred Related Accounts have been originated to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created in connection with the Transferred Related Accounts have been transferred to the Transferor and thereupon transferred by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Each Transferor hereby grants to the Trustee a first priority perfected security interest in all of the such Transferor's right, title and interest in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto on and after the Cut-Off Date applicable to the Receivables conveyed to the Trust by such Transferor (including all Finance Charge Receivables and Recoveries), and all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, all proceeds of the foregoingsuch Receivables, such funds as are from time to time deposited in the Collection Account, the Excess Special Funding Account and any other account or accounts maintained for the benefit of Certificateholders, and the benefits of any Enhancement for any Series for payment to Certificateholders in order to secure the payment of each Series (the "Obligations")Certificateholders. This Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the TransferorTransferors, 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 Transferor pursuant to Section 6.26.02.

Appointment of Trustee; Conveyance of Receivables. (a) The Transferor appoints Transferors have appointed and authorizes Norwest authorized The Bank Minnesota, National Association of New York to act as Trustee as provided herein and to exercise such powers under this Agreement as are delegated to the Trustee by the terms hereof together with all such powers, obligations and duties powers as are reasonably incidental thereto. The Trustee has agreed to act, and has acted, as the Trustee under the Original Pooling Agreement, and the Trustee hereby accepts such appointment and agrees to act as Trustee under this Agreement. The Trustee further agrees to exercise such powers and perform such functions on behalf of the Certificateholders from time to time as are specifically delegated to the Trustee by the terms hereof. (b) The Each Transferor does hereby transfer, assign, set-set over, and otherwise convey to the Trust Trustee, for the benefit of the Certificateholders, without recourse, all of its right, title and interest of the Transferor in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto (including all Finance Charges, Recoveries and Interchange, if anyRecoveries) on and after the Cut-Off Date, all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, and all proceeds of such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the foregoing Trustee, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivable Purchase Agreement (including Insurance Proceedswhether arising pursuant to the terms of such Receivable Purchase Agreement or otherwise). Such property, together with all monies as are from time to time deposited in the Collection Account, the Excess Special Funding Account and any other account or accounts maintained for the benefit of the Certificateholders and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders shall constitute the property of the Trust (the "Trust Property"). The foregoing transfertransfers, assignmentassignments, set-over overs and conveyance does conveyances do not constitute and is are not intended to result in a creation or an assumption by the Trust, the Trustee or any Certificateholder of any obligation of the Servicer, the Transferor, any Seller, any Eligible Originator 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 such transferstransfer, the each Transferor agrees to record and file, at its own expense, financing statements (and assignment and continuation statements with respect to such financing statements amendments thereto when applicable) with respect to the Receivables now existing and hereafter created for the transfer of chattel paper, accounts and general intangibles (each as defined in the UCC in effect in the Relevant UCC State) Trust Property conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfers and assignments transfer, assignment, set-over or other conveyance of the Receivables by the Transferor its interest in such Trust Property to the TrustTrustee, and to deliver to the Trustee a file-stamped copy of such financing statements statement or amendment or other evidence that of such filings were made filing to the Trustee on or prior to the Initial Closing Date. In connection with such transferstransfer, assignment, set-over or other conveyance, the Transferor Servicer agrees, on behalf of the Transferors, at its own expense, on or prior to the Initial Closing Date to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included pursuant to Section 2.6(d)) have been sold and transferred to the Transferor pursuant to the Receivables Purchase Agreements or otherwise and thereupon by the Transferor to the Trust Trustee pursuant to this Agreement for the benefit of the CertificateholdersCertificateholders by including in the securitization field of such computer files the code "A", "D", "E" or "Q" or any other related code designations specified at the dates of their designation as "Accounts" and, in the case of Additional Accounts, a similar code designation that shall be specified in the Assignment related thereto. The Transferor On behalf of the Transferors, the Servicer further agrees to deliver or cause to be delivered to the Trustee (a) on the Initial Closing Date, a computer file, file or microfiche or written list containing a true and complete list of all such Accounts, identified by account number and by Receivable Receivables balance as of the Cut-Off Date or the applicable Additional Account Cut-Off Date and (b) so long as Automatic Additional Accounts are being included pursuant to Section 2.6(d), on or prior to the first Distribution Date that occurs after March 31, June 30, September 30 and December 31 within twenty Business Days of each year and otherwise at any time upon request of by the Trustee, a new computer file, file or microfiche or written 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 Monthly 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 files or list lists shall be marked as Schedule 1 to this Agreement, shall be delivered to the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliatesproprietary, and to be used by the Trustee solely in pursuance of its duties hereunder, and is are hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this AgreementThe Servicer agrees, shall be delivered to on behalf of the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunder, shall replace the then existing Schedule 1 hereto, and shall be incorporated into and made a part of this Agreement. The Transferor agreesTransferors, at its own expense, by the end of the Monthly Due Period in which any Transferred Related Accounts have been originated to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created in connection with the Transferred Related Accounts have been transferred to the Transferor and thereupon transferred by the Transferor to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders. The Each Transferor hereby grants to the Trustee a first priority perfected security interest in all of the such Transferor's right, title and interest in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto on and after the Cut-Off Date applicable to the Receivables conveyed to the Trustee by such Transferor (including all Finance Charge Receivables and Recoveries), and all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, all proceeds of the foregoingsuch Receivables, such funds as are from time to time deposited in the Collection Account, the Excess Special Funding Account and any other account or accounts maintained for the benefit of Certificateholders, and the benefits of any Enhancement for any Series for payment to Certificateholders Certificateholders. Each Transferor does hereby further grant to the Trustee a first priority perfected security interest in order all of such Transferor's rights, remedies, powers, privileges and claims under or with respect to secure any related Receivable Purchase Agreement (whether arising pursuant to the payment terms of each Series (the "Obligations"such Receivable Purchase Agreement or otherwise). This Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the TransferorTransferors, 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 Transferor pursuant to Section 6.26.02.

Appointment of Trustee; Conveyance of Receivables. (a) The Transferor appoints Transferors appoint and authorizes Norwest authorize The Bank Minnesota, National Association of New York to act as Trustee as provided herein and to exercise such powers under this Agreement as are delegated to the Trustee by the terms hereof together with all such powers, obligations and duties powers as are reasonably incidental thereto. The Trustee hereby accepts such appointment and agrees to exercise such powers and perform such functions on behalf of the Certificateholders from time to time as are specifically delegated to the Trustee by the terms hereof. (b) The Transferor RFC does hereby transfer, assign, set-over, and otherwise convey to the Trust for the benefit of the Certificateholders, without recourse, all right, title and interest of the Transferor RFC in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto (including all Finance Charges, Recoveries and Interchange, if anyRecoveries) on and after the Cut-Off Date, all proceeds of such Receivables, and all right, title and interest of RFC in, to and under the Receivable Purchase Agreement. Centurion Bank does hereby transfer, assign, set-over, and otherwise convey to the Trust for the benefit of the Transferor's rightsCertificateholders, with respect without recourse, all right, title and interest of Centurion Bank in and to the Receivables, under now existing and hereafter created, all monies due or to become due with respect thereto (including Recoveries) on and after the Receivables Purchase Agreement, Cut-Off Date and all proceeds of such Receivables. The property described in the foregoing (including Insurance Proceeds). Such propertytwo immediately preceding sentences, together with all monies as are from time to time deposited in the Collection Account, the Excess Special Funding Account and any other account or accounts maintained for the benefit of the Certificateholders and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders shall constitute the property of the Trust (the "Trust Property"). The foregoing transfertransfers, assignmentassignments, set-over overs and conveyance does conveyances do not constitute and is are not intended to result in a creation or an assumption by the Trust, the Trustee or any Certificateholder of any obligation of the Servicer, the Transferor, any Seller, any Eligible Originator either 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 such transferstransfer, the each Transferor agrees to record and file, at its own expense, financing statements (and assignment 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 chattel paper, accounts and general intangibles (each both as defined in the UCC in effect in the Relevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfers and assignments of the Receivables by the such Transferor to the Trust, and to deliver to the Trustee a file-stamped copy of such financing statements or other evidence that of such filings were made to the Trustee on or prior to the Initial Closing Date. In connection with such transferstransfer, the Transferor Servicer agrees, on behalf of the Transferors, at its own expense, on or prior to the Initial Closing Date to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included pursuant to Section 2.6(d)Account) have been sold and transferred to the Transferor pursuant to the Receivables Purchase Agreements or otherwise and thereupon by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor On behalf of the Transferors, the Servicer further agrees to deliver or cause to be delivered to the Trustee (a) on the Initial Closing Date, a computer file, file or microfiche or written list containing a true and complete list of all such Accounts, identified by account number and by Receivable Receivables balance as of the applicable Cut-Off Date and (b) so long as Automatic Additional Accounts are being included pursuant to Section 2.6(d), on or prior to the first Distribution Date that occurs after March 31, June 30, September 30 and December 31 within twenty Business Days of each year and otherwise at any time upon request of by the Trustee, a new computer file, file or microfiche or written 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 Monthly 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 files or list lists shall be marked as Schedule 1 to this Agreement, shall be delivered to the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliatesproprietary, and to be used by the Trustee solely in pursuance of its duties hereunder, and is are hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this AgreementThe Servicer agrees, shall be delivered to on behalf of the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunder, shall replace the then existing Schedule 1 hereto, and shall be incorporated into and made a part of this Agreement. The Transferor agreesTransferors, at its own expense, by the end of the Monthly Due Period in which any Transferred Related Accounts have been originated to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created in connection with the Transferred Related Accounts have been transferred to the Transferor and thereupon transferred by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Each Transferor hereby grants to the Trustee a first priority perfected security interest in all of the such Transferor's right, title and interest in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto on and after the Cut-Off Date applicable to the Receivables conveyed to the Trust by such Transferor (including all Finance Charge Receivables and Recoveries), and all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, all proceeds of the foregoingsuch Receivables, such funds as are from time to time deposited in the Collection Account, the Excess Special Funding Account and any other account or accounts maintained for the benefit of Certificateholders, and the benefits of any Enhancement for any Series for payment to Certificateholders in order to secure the payment of each Series (the "Obligations")Certificateholders. This Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the TransferorTransferors, 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 Transferor pursuant to Section 6.2.6.02,

Appointment of Trustee; Conveyance of Receivables. (a) The Transferor appoints and authorizes Norwest does hereby acknowledge that Deutsche Bank Minnesota, National Association Trust Company Americas (formerly known as Bankers Trust Company) has been appointed to act as Trustee as provided herein and to exercise such powers under this Agreement as are delegated to the Trustee by the terms hereof together with all such powers, obligations and duties powers as are reasonably incidental thereto. The Trustee hereby accepts confirms such appointment and agrees to exercise such powers and perform such functions on behalf of the Certificateholders from time to time as are specifically delegated to the Trustee by the terms hereof. The Trust created by and maintained by the Original Agreement shall continue to exist and be maintained under this Agreement. (b) The Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trust Trustee, for the benefit of the Certificateholders, without recourserecourse except as provided herein, all right, title and interest of the Transferor in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto (including and all Finance Charges, Recoveries and Interchange, if any) on and after the Cut-Off Date, all of the Transferor's rights, amounts received with respect to the ReceivablesReceivables (including Finance Charge Receivables and Recoveries), under all proceeds (including “proceeds” as defined in the UCC as in effect in the State of Delaware and any other applicable jurisdiction) of the Receivables Purchase Agreement, and all proceeds of the foregoing (including Insurance Proceeds)) and the Interchange Amount with respect to each Collection Period. Such propertyThe property described in the prior sentence, together with all monies as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of the Certificateholders (including, to the extent specified in the related Supplement, investment earnings on such amounts), all proceeds of the foregoing and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders Certificateholders, shall constitute the property of the Trustee and the Trust (the "“Trust 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 Certificateholder of any obligation of the Servicer, the Transferor, any Seller, any Eligible Originator 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 such transferstransfer, assignment, set over and conveyance, the Transferor agrees to record and file (and does hereby authorize the Trustee to record and file), at its own expensethe expense of the Transferor, financing statements (and assignment 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 chattel paper, accounts and general intangibles (each as defined in the UCC as in effect in the Relevant UCC State) 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 transfers and assignments of the Receivables by the Transferor to the TrustTrustee, and to deliver to the Trustee a file-stamped copy of such financing statements or other evidence that of such filings were made to the Trustee on or prior to the Initial Closing DateAssumption Date (which may, for the purposes of this Section 2.1, consist of telephone confirmation of such filing) and, in the case of continuation statements, as soon as reasonably practical after receipt thereof. In connection with such transferstransfer, the Transferor agrees, at its own expense, on or prior to the Initial Closing Date to cause the Servicer Assumption Date, to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included pursuant to Section 2.6(d)Account) have been sold and transferred to the Transferor pursuant to the Receivables Purchase Agreements or otherwise and thereupon by the Transferor to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders. The Transferor further agrees to deliver or cause to be delivered to the Trustee (a) on or before the Initial Closing third Business Day following the Assumption Date, a computer file, file or microfiche or written list containing a true and complete list of all such Accounts, identified by account number and by Receivable balance as of the Cut-Off Date Assumption Date, and (b) so long as Automatic Additional Accounts are being included automatically pursuant to Section 2.6(d), on or prior to the first each Distribution Date that occurs after March 31, June 30, September 30 and December 31 of each year and otherwise at any time upon request of the TrusteeDate, a new computer file, file or microfiche or written 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 Monthly Collection Period or an Officer's ’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 Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunderproprietary, and is hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this Agreement, shall be delivered to the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunderproprietary, shall replace the then existing Schedule 1 heretoto this Agreement, and shall be incorporated into and made a part of this Agreement. The Transferor agrees, at its own expense, by the end of the Monthly Collection Period in which any Transferred Accounts have been originated to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created in connection with the Transferred Accounts have been transferred to the Transferor and thereupon transferred by the Transferor to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders. The Transferor hereby grants parties hereto intend that each transfer of Receivables and other Trust Property pursuant to this Section 2.1(b) or any Assignment constitute a sale, and not a secured borrowing for accounting purposes. If and to the Trustee extent that, notwithstanding such intent, the transfer pursuant to this Section 2.1(b) is not deemed to constitute a first priority perfected sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee, on behalf of the Trust and for the benefit of the Certificateholders, a security interest in all of the Transferor's its right, title and interest interest, whether now owned or hereafter acquired, in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto on and after the Cut-Off Date (including all Finance Charge Receivables and Recoveries), and all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, all proceeds of the foregoing, such funds as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of Certificateholders, and the benefits of any Enhancement for any Series for payment to Certificateholders in order Trust Property to secure the payment of each Series (the "Obligations"). This and this Agreement shall constitute a security agreement under applicable lawthe UCC. Pursuant to It is the request intention of the Transferorparties hereto that all such transfers be subject to, and be treated in accordance with, the Trustee Delaware Act and each of the parties hereto agrees that this Agreement has caused Certificates been entered into by the parties hereto in authorized denominations evidencing express reliance upon the entire interest in Delaware Act. For purposes of complying with the Trust requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be duly authenticated and delivered to transferred, in whole or upon the order of in part, by the Transferor pursuant to Section 6.2this Agreement shall be deemed to no longer be the property, assets or rights of the Transferor. The parties hereto acknowledge and agree that each such transfer is occurring in connection with a “ securitization transaction” within the meaning of the Delaware Act.

Appointment of Trustee; Conveyance of Receivables. (a) The Bank, as Transferor appoints under the Prior Agreement, confirms that it has appointed and authorizes Norwest authorized, and the Transferor does hereby appoint and authorize, First Union National Bank Minnesota, National Association to act as Trustee as provided herein and to exercise such powers under this Agreement as are delegated to the Trustee by the terms hereof together with all such powers, obligations and duties powers as are reasonably incidental thereto. The Trustee hereby accepts confirms such appointment and agrees to exercise such powers and perform such functions on behalf of the Certificateholders from time to time as are specifically delegated to the Trustee by the terms hereof. The Trust created by and maintained by the Prior Agreement shall continue to exist and be maintained under this Agreement. (b) The Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trust Trust, for the benefit of the Certificateholders, without recourserecourse except as provided herein, all right, title and interest of the Transferor in and to the Receivables, now existing and hereafter createdReceivables created on or after the Substitution Date, all monies due or to become due and all amounts received with respect thereto to such Receivables (including Finance Charge Receivables and Recoveries), all Finance Charges, Recoveries proceeds of such Receivables (including Insurance Proceeds) and Interchange, if any) the Interchange Amount with respect to each Collection Period commencing on and or after the CutSubstitution Date. The Transferor does hereby further transfer, assign, set-Off Dateover, and otherwise convey to the Trust, for the benefit of the Certificateholders, all of the Transferor's its rights, remedies, powers, privileges and claims under or with respect to the ReceivablesReceivables 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 give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement, and all proceeds of . The property described in the foregoing (including Insurance Proceeds). Such propertyprior two sentences, together with the Prior Trust Property and all monies as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of the Certificateholders (including, to the extent specified in the related Supplement, investment earnings on such amounts), all proceeds of the foregoing and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders Certificateholders, shall constitute the property of the Trust (the "Trust 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 Certificateholder of any obligation of the Servicer, the Transferor, any Seller, any Eligible Originator 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 such transferstransfer, the Transferor agrees to record and file (and does hereby authorize the Trustee to record and file), at its own expensethe expense of the Transferor, financing statements (and assignment 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 Substitution Date for the transfer of chattel paper, accounts and general intangibles (each as defined in the UCC as in effect in the Relevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfers and assignments of the such Receivables by the Transferor to the Trust, and to deliver to the Trustee a file-stamped copy of such financing statements or other evidence that of such filings were made to the Trustee on or prior to the Initial Closing DateSubstitution Date (which may, for the purposes of this Section 2.1, consist of telephone confirmation of such filing) and, in the case of continuation statements, as soon as reasonably practical after receipt thereof. In connection with such transferstransfer, the Transferor agrees, at its own expense, on or prior to the Initial Closing Date to cause the Servicer Substitution Date, to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created on or after the Substitution Date in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included pursuant to Section 2.6(d)Account) have been sold and transferred to the Transferor pursuant to the Receivables Purchase Agreements or otherwise and thereupon by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor further agrees to deliver or cause to be delivered to the Trustee (a) on or before the Initial Closing third Business Day following the Substitution Date, a computer file, file or microfiche or written list containing a true and complete list of all such Accounts, identified by account number and by Receivable balance as of the Cut-Off Substitution Date and (b) so long as Automatic Additional Accounts are being included automatically pursuant to Section 2.6(d), on or prior to the first each Distribution Date that occurs after March 31, June 30, September 30 and December 31 of each year and otherwise at any time upon request of the TrusteeDate, a new computer file, file or microfiche or written 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 Monthly 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 Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunderproprietary, and is hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this Agreement, shall be delivered to the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunderproprietary, shall replace the then existing Schedule 1 heretoto this Agreement, and shall be incorporated into and made a part of this Agreement. The Transferor agrees, at its own expense, by the end of the Monthly Collection Period in which any Transferred Accounts have been originated to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor and the Sellers that the Receivables created in connection with the Transferred Accounts have been transferred to the Transferor and thereupon transferred by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor hereby grants parties hereto intend that each transfer of Receivables and other Trust Property (other than the Prior Trust Property) pursuant to this Section 2.1(b) or any Assignment constitute a sale, and not a secured borrowing, for all purposes, including for accounting purposes. If and to the Trustee extent that, notwithstanding such intent, the transfer pursuant to this Section 2.1(b) is not deemed to constitute a first priority perfected sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee, on behalf of the Trust and for the benefit of the Certificateholders, a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Transferor's Receivables and all other Trust Property (other than the Prior Trust Property) to secure the payment of each Series and this Agreement shall constitute a security agreement under the UCC. (c) The Bank, as Transferor under the Prior Agreement, confirms that it has transferred, assigned, set-over, and otherwise conveyed to the Trust, for the benefit of the Certificateholders, without recourse except as provided in the Prior Agreement, all right, title and interest of the Bank in and to the Receivables existing on the Initial Cut-Off Date or created between the Initial Cut-Off Date and the Substitution Date, all monies due or to become due and all amounts received with respect to such Receivables (including Finance Charge Receivables and Recoveries) on and after the Initial Cut-Off Date, all proceeds of such Receivables (including Insurance Proceeds) and the Interchange Amount with respect to each Collection Period commencing between the Initial Cut-Off Date and the Substitution Date (the "Prior Trust Property"). The Bank, as -------------------- Transferor under the Prior Agreement, the Servicer and the Trustee confirm that they intended that each transfer of Receivables and other property pursuant to the Prior Agreement 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 Section 2.1 of the Prior Agreement is not deemed to constitute a sale, (i) the Bank, as Transferor under the Prior Agreement, confirms that it shall be deemed thereunder to have granted, and did thereby (and, to the extent necessary, does hereby) grant to the Trustee, on behalf of the Trust and for the benefit of the Certificateholders, a security interest in all of its right, title and interest, whether owned on or acquired after the Initial Closing Date, in and to all of the Prior Trust Property to secure the payment of each Series and that the Prior Agreement constituted a security agreement under the UCC and (ii) the Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all right, title and interest of the Transferor in and to the Prior Trust Property acquired pursuant to the Receivables Purchase Agreement. The parties hereto intend that the transfer of the Prior Trust Property pursuant to this Section 2.1(c) 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(c) is not deemed to constitute a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee, on behalf of the Trust and for the benefit of the Certificateholders, a security interest in all of its right, title and interest in and to the Receivables, now existing and hereafter created, all monies due or Prior Trust Property acquired pursuant to become due with respect thereto on and after the Cut-Off Date (including all Finance Charge Receivables and Recoveries), and all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, all proceeds of the foregoing, such funds as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of Certificateholders, and the benefits of any Enhancement for any Series for payment to Certificateholders in order Agreement to secure the payment of each Series (the "Obligations"). This and this Agreement shall constitute a security agreement under applicable law. Pursuant to the request of UCC. (d) The Bank confirms that the Transferor, Prior Trust Property in existence on the Trustee has caused Certificates in authorized denominations evidencing the entire interest in the Substitution Date is included as Trust to be duly authenticated and delivered to or upon the order of the Transferor pursuant to Section 6.2Property.

Appointment of Trustee; Conveyance of Receivables. (a) The Transferor appoints and authorizes Norwest does hereby acknowledge that JPMorgan Chase Bank Minnesota, National Association has been appointed to act as Trustee as provided herein and to exercise such powers under this Agreement as are delegated to the Trustee by the terms hereof together with all such powers, obligations and duties powers as are reasonably incidental thereto. The Trustee hereby accepts confirms such appointment and agrees to exercise such powers and perform such functions on behalf of the Certificateholders from time to time as are specifically delegated to the Trustee by the terms hereof. The Trust created by and maintained by the Original Agreement shall continue to exist and be maintained under this Agreement. (b) The Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trust Trustee, for the benefit of the Certificateholders, without recourserecourse except as provided herein, all right, title and interest of the Transferor in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto (including and all Finance Charges, Recoveries and Interchange, if any) on and after the Cut-Off Date, all of the Transferor's rights, amounts received with respect to the ReceivablesReceivables (including Finance Charge Receivables and Recoveries), under the Receivables Purchase Agreement, and all proceeds of the foregoing Receivables (including Insurance Proceeds)) and the Interchange Amount with respect to each Collection Period. Such propertyThe property described in the prior sentence, together with all monies as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of the Certificateholders (including, to the extent specified in the related Supplement, investment earnings on such amounts), all proceeds of the foregoing and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders Certificateholders, shall constitute the property of the Trustee and the Trust (the "Trust 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 Certificateholder of any obligation of the Servicer, the Transferor, any Seller, any Eligible Originator 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 such transferstransfer, the Transferor agrees to record and file (and does hereby authorize the Trustee to record and file), at its own expensethe expense of the Transferor, financing statements (and assignment 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 chattel paper, accounts and general intangibles (each as defined in the UCC as in effect in the Relevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfers and assignments of the Receivables by the Transferor to the TrustTrustee, and to deliver to the Trustee a file-stamped copy of such financing statements or other evidence that of such filings were made to the Trustee on or prior to the Initial Closing DateAssumption Date (which may, for the purposes of this Section 2.1, consist of telephone confirmation of such filing) and, in the case of continuation statements, as soon as reasonably practical after receipt thereof. In connection with such transferstransfer, the Transferor agrees, at its own expense, on or prior to the Initial Closing Date to cause the Servicer Assumption Date, to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor or other appropriate books and the Sellers records that the Receivables created in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included pursuant to Section 2.6(d)Account) have been sold and transferred to the Transferor pursuant to the Receivables Purchase Agreements or otherwise and thereupon by the Transferor to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders. The Transferor further agrees to deliver or cause to be delivered to the Trustee (a) on or before the Initial Closing third Business Day following the Assumption Date, a computer file, file or microfiche or written list containing a true and complete list of all such Accounts, identified by account number and by Receivable balance as of the Cut-Off Date Assumption Date, and (b) so long as Automatic Additional Accounts are being included automatically pursuant to Section 2.6(d), on or prior to the first each Distribution Date that occurs after March 31, June 30, September 30 and December 31 of each year and otherwise at any time upon request of the TrusteeDate, a new computer file, file or microfiche or written 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 Monthly 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 Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunderproprietary, and is hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this Agreement, shall be delivered to the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunderproprietary, shall replace the then existing Schedule 1 heretoto this Agreement, and shall be incorporated into and made a part of this Agreement. The Transferor agrees, at its own expense, by the end of the Monthly Collection Period in which any Transferred Accounts have been originated to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the its computer files of the Transferor or other appropriate books and the Sellers records that the Receivables created in connection with the Transferred Accounts have been transferred to the Transferor and thereupon transferred by the Transferor to the Trust Trustee pursuant to this Agreement for the benefit of the Certificateholders. The Transferor hereby grants parties hereto intend that each transfer of Receivables and other Trust Property pursuant to this Section 2.1(b) or any Assignment constitute a sale. If and to the Trustee extent that, notwithstanding such intent, the transfer pursuant to this Section 2.1(b) is not deemed to constitute a first priority perfected sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee, on behalf of the Trust and for the benefit of the Certificateholders, a security interest in all of the Transferor's its right, title and interest interest, whether now owned or hereafter acquired, in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto on and after the Cut-Off Date (including all Finance Charge Receivables and Recoveries), and all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, all proceeds of the foregoing, such funds as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of Certificateholders, and the benefits of any Enhancement for any Series for payment to Certificateholders in order Trust Property to secure the payment of each Series (the "Obligations"). This and this Agreement shall constitute a security agreement under applicable law. Pursuant the UCC. (c) Any reference in this Agreement to a conveyance, assignment or other transfer to the request of Trust shall be construed as, and shall be deemed to mean, a conveyance, assignment or other transfer to the Transferor, 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 Transferor pursuant to Section 6.2Trustee.

Appointment of Trustee; Conveyance of Receivables. (a) The Transferor appoints and authorizes Norwest Bank Minnesota, National Association to act as Trustee as provided herein and to exercise such powers under this Agreement as are delegated to the Trustee by the terms hereof together with all such powers, obligations and duties as are reasonably incidental thereto. The Trustee hereby accepts such appointment and agrees to exercise such powers and perform such functions on behalf of the Certificateholders from time to time as are specifically delegated to the Trustee by the terms hereof. (b) The Transferor does hereby transfer, assign, set-over, and otherwise convey to the Trust for the benefit of the Certificateholders, without recourse, all right, title and interest of the Transferor in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto (including all Finance Charges, Charges and Recoveries and Interchange, if any) on and after the Cut-Off Date, all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, and all proceeds of the foregoing such Receivables (including Insurance Proceeds). Such property, together with all monies as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of the Certificateholders and all monies as are from time to time available under any Enhancement for any Series for payment to Certificateholders shall constitute the property of the Trust (the "Trust 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 Certificateholder of any obligation of the Servicer, the Transferor, any Seller, any Eligible Originator 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 such transfers, the Transferor agrees to record and file, at its own expense, financing statements (and assignment 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 chattel paper, accounts and general intangibles (each as defined in the UCC in effect in the Relevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfers and assignments of the Receivables by the Transferor to the Trust, and to deliver to the Trustee a file-stamped copy of such financing statements or other evidence that such filings were made on or prior to the Initial Closing Date. In connection with such transfers, the Transferor agrees, at its own expense, on or prior to the Initial Closing Date to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the computer files of the Transferor and the Sellers that the Receivables created in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included pursuant to Section 2.6(d)) have been sold and transferred to the Transferor pursuant to the Receivables Purchase Agreements or otherwise and thereupon by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor further agrees to deliver or cause to be delivered to the Trustee (a) on the Initial Closing Date, a computer file, microfiche or written list containing a true and complete list of all such Accounts, identified by account number and by Receivable balance as of the Cut-Off Date and (b) so long as Automatic Additional Accounts are being included pursuant to Section 2.6(d), on or prior to the first Distribution Date that occurs after March 31, June 30, September 30 and December 31 of each year and otherwise at any time upon request of the Trustee, a new computer file, microfiche or written 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 Monthly 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 Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunder, and is hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this Agreement, shall be delivered to the Trustee as confidential and proprietary information belonging solely to the Transferor and its Affiliates, and to be used by the Trustee solely in pursuance of its duties hereunder, shall replace the then existing Schedule 1 hereto, and shall be incorporated into and made a part of this Agreement. The Transferor agrees, at its own expense, by the end of the Monthly Period in which any Transferred Accounts have been originated to cause the Servicer to indicate or cause to be indicated clearly and unambiguously in the computer files of the Transferor and the Sellers that the Receivables created in connection with the Transferred Accounts have been transferred to the Transferor and thereupon transferred by the Transferor to the Trust pursuant to this Agreement for the benefit of the Certificateholders. The Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor's right, title and interest in and to the Receivables, now existing and hereafter created, all monies due or to become due with respect thereto on and after the Cut-Off Date (including all Finance Charge Receivables and Recoveries), and all of the Transferor's rights, with respect to the Receivables, under the Receivables Purchase Agreement, all proceeds of the foregoing, such funds as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of Certificateholders, and the benefits of any Enhancement for any Series for payment to Certificateholders in order to secure the payment of each Series (the "Obligations"). This Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Transferor, 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 Transferor pursuant to Section 6.2.general