Common use of Binding Obligation; Valid Transfer and Assignment Clause in Contracts

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferor, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for security in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of Delaware.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, Trustee that as of the Initial Third Restatement Date, the Second Restatement Date, the Effective Date, each Closing Date and and, with respect to Additional Accounts, the Amendment Closing related Addition Date: (i) This Agreement and each other Transaction Document to which it is a party constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' ’ rights in general and the rights of creditors of entities such as the Transferorinsured depository institutions, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust Trustee of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and at the close of business on the Cut Off Date, in the case of the Receivables arising in connection with the initial Accounts, and on each Addition Date, in the case of the Receivables arising in the Additional Accounts (relating to such Addition Date, and in each case thereafter created from time to time until the termination of the Trust, and all other than Receivables in Additional Accounts)Trust Assets, and all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto property will be held by the Trust Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's ’s right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property to the TrustTrustee, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statement statements described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's ’s rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of Delawareapplicable jurisdiction.

Binding Obligation; Valid Transfer and Assignment. The Transferor Seller hereby ------------------------------------------------- represents and warrants to the Trust and the Trustee that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the TransferorSeller, enforceable against the Transferor Seller in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the TransferorConnecticut capital stock savings banks, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), (C) subject to the unenforceability of provisions indemnifying a party against liability where such indemnification is contrary to public policy, (D) the effect of judicial decisions which have held that, subject to certain covenants and provisions of agreements, such agreements are unenforceable where (y) the breach of such covenants or provisions imposes restrictions or burdens where it cannot be demonstrated that such breach is a material breach of a material covenant or provisions, or (z) the creditor's enforcement of such covenants or provisions under the circumstances would violate the creditor's implied covenant of good faith and fair dealing, and (E) subject to the unenforceability of provisions herein to the effect that the failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such rights or remedies, or to the effect that provisions therein may only be waived in writing to the extent that an oral agreement modifying such provisions has been entered into. (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor Seller in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), (ii) all monies due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables Receivables, (iv) Recoveries allocable to the Trust pursuant to subsection 2.5(l), (v) all funds deposited from time to time in ----------------- any Series Account, including any reserve account, cash collateral account or spread account, and Insurance Proceeds relating thereto and such Receivables (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof and Insurance Proceeds relating thereto thereof, which will be held by the Trust ----------------- free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (w) the interests of the Trustee and the Certificateholders, (x) Liens permitted under subsection 2.05(b)2.5(b) and subject to Section 9-306 of the UCC as in effect in ----------------- the State of Connecticut or New York, whichever is applicable, (y) the interest of the Transferor Seller as Holder of the Exchangeable Transferor Seller Certificate and (z) the TransferorSeller's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Collection Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the State of New York) in such property to the Trust, which is enforceable with respect to the (i) Receivables now existing Receivables and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocable to the Trust pursuant to subsection 2.5(l), (v) all funds deposited from time to time in ----------------- any Series Account, including any reserve account, cash collateral account or spread account and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of ----------------- this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof thereof, Recoveries, funds deposited in a Series Account and Insurance Proceeds relating theretoInterchange allocable to the Trust pursuant to subsections 2.5(k) and (l), upon such creation. Upon If this ------------------ --- Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 ------- 2.1 and in the case of the Receivables hereafter created and proceeds thereof --- thereof, Recoveries and Insurance Proceeds relating theretoInterchange allocable to the Trust pursuant to subsections 2.5(k) and (l), upon such creation, the Trust Trustee, on behalf of ------------------ --- the Trust, shall have a first priority perfected security interest (as defined in such property, except for Liens permitted under subsection 2.5(b) and subject to ----------------- Section 9-306 of the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)State of Connecticut or New York, except for Liens permitted under subsection 2.05(b)whichever is applicable. Neither the Transferor Seller nor any Person (other than the Trustee and the Certificateholders) claiming through or under the Transferor Seller shall have any claim to or interest in the Principal Collection Account, the Finance Charge Account, the Distribution Excess Funding Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the Seller will have an interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareNew York.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferornational banking associations, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to Trustee, on behalf of the Trust Trust, for the benefit of the Holders, of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of monies due or to become due with respect to such Receivables (including all Finance Charge Receivables and Recoveries), and Insurance Proceeds relating thereto and to such Receivables and Receivables, all proceeds thereof and Insurance Proceeds relating thereto of which property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b2.5(b), and (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related SupplementInterest, or (B) a valid transfer for grant of a security interest in such property to Trustee, for the Trustbenefit of the Investor Holders, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof thereof, and Recoveries and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to Trustee in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Recoveries and Insurance Proceeds relating thereto, upon such creation, the Trust Trustee shall have a first priority perfected security interest in such property (as defined in subject to Section 9-306 of the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionState of Louisiana), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Excess Funding Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareLouisiana.

Binding Obligation; Valid Transfer and Assignment. The Transferor ------------------------------------------------- hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and legally binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights in general generally and the rights of creditors of entities such as banking corporations organized under the Transferorlaws of the state of its organization, and (B) as such enforceability may be limited by general equitable principles of equity (whether considered in a suit proceeding in equity or at law or in equity)law) and an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b2.5(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts)Receivables, the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) Transferor's rights in such property (subject to Section 9-306 of the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionUCC), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareUCC.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust thatTrustee, on behalf of the Trust, with respect to any Series of Certificates, as of the Initial Closing Cut-Off Date or the date of the related Supplement and the Amendment related Closing Date, unless otherwise stated in such Supplement that: (i) This Each of this Agreement and any Supplement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferor, national banking associations and (B) except as such enforceability may be limited by general principles of equity (whether considered in a suit proceeding at law or in equity). (ii) This Agreement or, in the case of Receivables in Additional Accounts, the related Assignment constitutes either (A) a valid transfer, assignment, set-over transfer and conveyance assignment to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with (x) acquired by the Accounts Transferor pursuant to the Receivables Purchase Agreements or (other than Receivables in Additional Accounts)y) originated by the Bank, all monies due or to become due with respect thereto (including all Finance Charge Receivables, Recoveries, Interchange, if any, and amounts held in any of the accounts established for the benefit of Certificateholders) on and after the Cut-Off Date or Additional Account Cut-Off Date or Creation Date, as applicable, and all proceeds (as defined in the UCC as in effect in the Relevant UCC State) of such Receivables and Insurance Proceeds relating thereto Receivables, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (xa) Liens permitted under subsection 2.05(bSection 2.5(b), (yb) the interest of the Transferor as Holder holder of the Exchangeable Transferor Certificate or any other class of Certificates held by the Transferor from time to time and (zc) any right of the Transferor's right, if any, holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earningsearnings (net of investment losses and expenses) with respect to, the Collection Account and any other account or accounts maintained for the benefit of Certificateholders or any Enhancement Provider, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related and any Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Trustee on behalf of the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), ) and the proceeds thereof and Insurance Proceeds relating thereto (to the extent set forth in Section 9-306 of the UCC in effect in the Relevant UCC State) upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter thereafter created, and the proceeds thereof and Insurance Proceeds relating theretoto such extent, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the applicable financing statement described in Section 2.01 statements and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property and the proceeds thereof (as defined to the extent set forth in Section 9-306 of the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the Relevant UCC as in effect in the applicable jurisdictionState), except for Liens permitted under subsection 2.05(bSection 2.5(b). Neither Except as otherwise specifically provided in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall (other than as a result of such Person being a Holder of Certificates) have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Collection Account or any Series Accountother account or accounts maintained for the benefit of Certificateholders or any Enhancement Provider, except for any right of the Transferor's rights Transferor to receive interest accruing on, and investment earningsearnings with respect to, if any, in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, and any Series Account as provided in any Supplement) Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareRelevant UCC State.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and legally binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights in general generally and the rights of creditors of entities such as banking corporations organized under the Transferorlaws of the state of its organization, and (B) as such enforceability may be limited by general equitable principles of equity (whether considered in a suit proceeding in equity or at law or in equity)law) and an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b2.5(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts)Receivables, the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) Transferor's rights in such property (subject to Section 9-306 of the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionUCC), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareUCC.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' ’ rights in general and the rights of creditors of entities such as the Transferor, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's ’s right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for security in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's ’s rights to receive interest accruing on, and investment earnings, if any, in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of Delaware.

Binding Obligation; Valid Transfer and Assignment. The Transferor Seller hereby represents and warrants to the Trust that, as of the Initial Closing Date and as of the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the TransferorSeller, enforceable against the Transferor Seller in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' ’ rights in general and the rights of creditors of entities such as the Transferornational banking associations, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor Seller in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds and Recoveries relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds and Recoveries relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor Seller or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the Transferor Seller as Holder of the Exchangeable Transferor Seller Certificate and (z) the Transferor's Seller’s right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the State of Delaware) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds and Recoveries relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property (as defined in subject to Section 9-315 of the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionState of Delaware), except for Liens permitted under subsection 2.05(b). Neither the Transferor Seller nor any Person claiming through or under the Transferor Seller shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's Seller’s rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor Seller in such property as a debtor for purposes of the UCC as in effect in the State of Delaware.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of on the Initial Closing Date and Date, on the Amendment Closing Date and, with respect to any Series of Securities, on the date of its related Supplement and Closing Date, and, with respect to any matters involving Additional Accounts or Supplemental Accounts, on the applicable Addition Date: (i) This The Purchase Agreement and this Agreement each constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect effect, affecting the enforcement of creditors' ’ rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This The transfer of Receivables by the Transferor to the Trustee under this Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust Trustee of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)such Receivables, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates Transferor, except for (x) Liens permitted under subsection 2.05(b)Permitted Liens, (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate Security and any other Class of Securities held by the Transferor from time to time and (z) the Transferor's ’s right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge any Interest Funding Account, any Principal Account, the Principal Account Excess Funding Account, or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a first priority perfected security interest (as defined in the UCC as in effect in the Relevant UCC State) in, to and under such property to the TrustReceivables, which grant is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, created and the proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statement described in Section 2.01 2.1, and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation, the Trust Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b)Permitted Liens. Neither Except as contemplated in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account, any Principal Account, the Finance Charge any Interest Funding Account, the Distribution Account Account, the Excess Funding Account, any principal funding account for any Series or any other Series Account, except for the Transferor's ’s rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. (iii) The Transferor is (or, with respect to Receivables arising after the date hereof, will be upon their creation) the legal and beneficial owner of Delawareall right, title and interest in and to each Receivable and each Receivable has been or will be transferred to the Trustee free and clear of any Lien other than Permitted Liens. (iv) All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required of the Transferor in connection with the transfer of Trust Property to the Trust have been obtained. (v) On the applicable Addition Cut-Off Date, each related Additional Account or Supplemental Account is an Eligible Account. On the applicable Addition Cut-Off Date, with respect to the related Additional Accounts or Supplemental Accounts, each Receivable contained in such Accounts on such applicable date and conveyed to the Trustee by the Transferor is an Eligible Receivable. (vi) Each Receivable then existing has been conveyed to the Trustee free and clear of any Lien (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor.

Binding Obligation; Valid Transfer and Assignment. (i) The Transferor Seller hereby represents and warrants to the Trust that, as of the Initial each Closing Date and the Amendment Closing each Reaffirmation Date: (i) This , this Agreement constitutes a its legal, valid and binding obligation of the Transferorobligation, enforceable against the Transferor it in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either Subject to the AIR Trust Provisions, the Seller hereby represents and warrants to the Trust that, as of each Closing Date, (A) immediately prior to the transfer hereunder, the Seller was the owner of all right, title and interest in and to the Trust Assets, (B) this Agreement constitutes a valid transfer, assignment, set-over assignment and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts Trust Assets, (other than Receivables in Additional AccountsC), all proceeds the Indenture creates in favor of the Indenture Trustee a valid security interest in the Trust Assets, and (D) each such Receivables transfer, assignment and Insurance Proceeds relating thereto conveyance and such Receivables security interest is perfected and all proceeds thereof is of first priority, and Insurance Proceeds relating thereto will be held by the Trust and the Indenture Trustee free and clear of any Lien of any Person claiming through or under (other than those of the Transferor or any of Issuer and its Affiliates assignees) except for (x) Liens permitted under subsection 2.05(b), (y) the Seller's interest as the owner of the Transferor as Holder of beneficial interest in the Exchangeable Transferor Certificate Issuer and (z) the Transferor's its right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the a related Series Supplement, or (B) a valid transfer for security in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b). Neither the Transferor Trust nor any Person claiming through or under the Transferor it has or shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution any Payment Account or any Series Account, except for the Transferor's its rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Series Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the its interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareNew York or California, as the case may be.

Binding Obligation; Valid Transfer and Assignment. The Transferor ------------------------------------------------- hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of the 2-5 Initial Closing Date and with respect to any Series of Certificates, as of the Amendment date of its related Supplement and Closing Date: (i) This The Purchase Agreement and this Agreement each constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect effect, affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This The transfer of Receivables by the Transferor to the Trust under this Agreement constitutes either (A) a valid transfer, assignment, set-over setover and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)Trust Property, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto Trust Property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Permitted Liens permitted under subsection 2.05(b), and (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) any other Class of Certificates held by the Transferor's right, if any, Transferor from time to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplementtime, or (B) a valid transfer for grant of a first priority security interest (as defined in such property the UCC as in effect in the Relevant UCC State) in, to and under the TrustTrust Property, which grant is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, created and the proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b)Permitted Liens. Neither Except as contemplated in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account, any Principal Account, the Finance Charge any Interest Funding Account, the Distribution Account Account, the Excess Funding Account, any principal funding account for any Series or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any other Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. The Purchase Agreement constitutes a valid transfer, assignment, set-over and conveyance to the Transferor of Delawareall right, title and interest of Green Tree in and to the Receivables and the Collateral Security intended to be sold thereunder, whether then existing or thereafter created in the applicable Accounts, and the proceeds thereof. (iii) The Transferor is not insolvent and will not be rendered insolvent upon the transfer of the Receivables to the Trust. (iv) All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required in connection with the transfer of Trust Property to the Trust have been obtained. (v) Each Receivable and all other Trust Property existing on the first Closing Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Receivables Transfer Date, has been conveyed to the Trust free and clear of any Lien and in compliance with all applicable Requirements of Law in all material respects. (vi) With respect to each Receivable and all other Trust Property existing on the Initial Closing Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable or other Trust Property to the Trust have been duly obtained, effected or given and are in full force and effect. (vii) On the Cut-off Date and each Closing Date, each Initial Account is an Eligible Account or, if such Account is not an Eligible Account, such Account is being removed from the Trust in accordance with Section 2.8 and, in the case of Additional Accounts, on the applicable Additional Cut-off Date and each subsequent Closing Date, each such Additional Account is an Eligible Account or its being removed pursuant to Section 2.8. (viii) On the Initial Closing Date, in the case of the Initial Accounts, and, in the case of the Additional Accounts, on the applicable Additional Cut-off Date, and on each Receivables Transfer Date, each Receivable conveyed to the Trust on such date is an Eligible Receivable.

Binding Obligation; Valid Transfer and Assignment. The Each Transferor hereby severally represents and warrants to the Trust thatTrustee, on behalf of the Trust, with respect to any Series of Certificates, as of the Initial Closing Date date of any Supplement and the Amendment related Closing Date, unless otherwise stated in such Supplement that: (i) This Agreement As to RFC, each of this Agreement, any Supplement and the Receivable Purchase Agreement, constitutes a legal, valid and binding obligation of the TransferorRFC, enforceable against the Transferor RFC, in accordance with its terms, except (A) as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights and except as such enforceability may be limited by general principles of equity (whether considered in general a suit at law or in equity). As to Centurion, each of this Agreement and any Supplement to which Centurion Bank shall be a party constitutes a legal, valid and binding obligation of Centurion Bank, enforceable against Centurion Bank, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights of creditors of entities such as the Transferor, and (B) except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over transfer and conveyance assignment to the Trust of all right, title and interest of the such Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)created, all monies due or to become due with respect thereto on and after the Cut-Off Date applicable to the Receivables conveyed by such Transferor to the Trust, Recoveries, and all proceeds (as defined in the UCC as in effect in the Relevant UCC State) of such Receivables Receivables, such funds as are from time to time deposited in the Collection Account, Special Funding Account and Insurance Proceeds relating thereto any other account or accounts maintained for the benefit of Certificateholders and the benefits of any Enhancement, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the such Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the such Transferor as Holder a holder of the Exchangeable Transferor Certificate and (z) any right of the Transferor's right, if any, holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings, if any, in earnings with respect of the Finance Charge Accountto, the Principal Collection Account or any Series Account, other account or accounts maintained for the benefit of Certificateholders as provided in this Agreement or the related Supplement, and any Supplement or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Trustee on behalf of the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), ) and the proceeds thereof and Insurance Proceeds relating thereto to the extent set forth in Section 9-306 of the UCC in effect in the Relevant UCC State upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter thereafter created, and the proceeds thereof and Insurance Proceeds relating theretoto such extent, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the applicable financing statement described in Section 2.01 statements and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in such property to the extent set forth in Section 9-306 of the UCC as in effect in the applicable jurisdiction) in Relevant UCC State relating to such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)Receivables, except for Liens permitted under subsection 2.05(b)) hereunder. Neither the such Transferor nor any Person claiming through or under the such Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Collection Account or any Series Accountother account or accounts maintained for the benefit of Certificateholders, except for any right of the Transferor's rights Transferors to receive interest accruing on, and investment earningsearnings with respect to, if any, in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, and any Series Account as provided in any Supplement) Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the such Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. The Receivable Purchase Agreement constitutes a transfer to RFC of Delawareall right, title and interest of TRS in and to the Receivables purported to be sold thereunder, whether then existing or thereafter created in the applicable Accounts and the proceeds thereof.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of 37 the Initial Closing Date and with respect to any Series of Securities, as of the Amendment date of its related Supplement and Closing Date, and, with respect to any Accounts arising after the Initial Closing Date, as of the date the Receivables of such Accounts are first designated for inclusion in the Trust: (i) This Each of the Purchase Agreement and this Agreement constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect effect, affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This The transfer of Receivables by the Transferor to the Trust under this Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)Trust Property, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto Trust Property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b)Permitted Liens, (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate Security and any other Class of Securities held by the Transferor from time to time and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge any Interest Funding Account, any Principal Account, the Principal Account Excess Funding Account, or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a first priority security interest (as defined in such property the UCC as in effect in the Relevant UCC State) in, to and under the TrustTrust Property, which grant is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter createdcreated and the proceeds thereof, upon such creation and which will be enforceable with respect to Receivables in Additional Accounts and the proceeds thereof and Insurance Proceeds relating theretodesignated for inclusion in the Trust (other than Receivables in Supplemental Accounts) as of the Addition Date with respect to such Additional Accounts. If this Agreement constitutes the grant of a security interest to the Trust in such property, upon such creation. Upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b)Permitted Liens. Neither Except as contemplated in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account, any Principal Account, the Finance Charge any Interest Funding Account, the Distribution Account Account, the Excess Funding Account, any principal funding account for any Series or any other Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. The Purchase Agreement constitutes a valid transfer, assignment, set-over and conveyance to the Transferor of Delawareall right, title and interest of the seller which is a party thereto in and to the Receivables purported to be sold thereunder, whether then existing or thereafter created in the applicable Receivables and the proceeds thereof. (iii) The Transferor is (or, with respect to Receivables arising after the date hereof, will be) the legal and beneficial owner of all right, title and interest in and to each Receivable and each Receivable has been or will be transferred to the Trust free and clear of any Lien other than Permitted Liens. (iv) All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required in connection with the transfer of Trust Property to the Trust have been obtained. (v) Each Account classified as an "Eligible Account" by the Transferor in any document or report delivered hereunder will satisfy the requirements contained in the definition of Eligible Account as of the time of such document or report and each Receivable classified as an "Eligible Receivable" by the Transferor in any document or report delivered hereunder will satisfy the requirements contained in the definition of Eligible Receivable as of the time of such document or report. (vi) Each Eligible Receivable then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and legally binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights in general generally and the rights of creditors of entities such as business trusts organized under the Transferorlaws of the state of its organization, and (B) as such enforceability may be limited by general equitable principles of equity (whether considered in a suit proceeding in equity or at law or in equity)law) and an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-set over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b2.5(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts)Receivables, the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) Transferor's rights in such property (subject to Section 9-306 of the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionUCC), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareUCC.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of the Initial Closing Date and Date, as of the Amendment Closing Date and, with respect to any Series of Securities, as of the date of its related Supplement and Closing Date, and, with respect to any matters involving Additional Accounts, as of the date the Receivables of such Accounts are first designated for inclusion in the Trust: (i) This The Purchase Agreement and this Agreement each constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect effect, affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This The transfer of Receivables by the Transferor to the Trust under this Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)Trust Property, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto Trust Property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b)Permitted Liens, (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate Security and any other Class of Securities held by the Transferor from time to time and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge any Interest Funding Account, any Principal Account, the Principal Account Excess Funding Account, or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a first priority security interest (as defined in such property the UCC as in effect in the Relevant UCC State) in, to and under the TrustTrust Property, which grant is enforceable with respect to the existing Receivables and any Receivables in Additional Accounts designated for inclusion in the Trust (other than Receivables in Additional Supplemental Accounts), ) and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, created and the proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b)Permitted Liens. Neither Except as contemplated in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account, any Principal Account, the Finance Charge any Interest Funding Account, the Distribution Account Account, the Excess Funding Account, any principal funding account for any Series or any other Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. The Purchase Agreement constitutes a valid transfer, assignment, set-over and conveyance to the Transferor of Delawareall right, title and interest of Metris in and to the Receivables purported to be sold thereunder, whether then existing or thereafter created in the applicable Accounts and the proceeds thereof. (iii) The Transferor is (or, with respect to Receivables arising after the date hereof, will be) the legal and beneficial owner of all right, title and interest in and to each Receivable and each Receivable has been or will be transferred to the Trust free and clear of any Lien other than Permitted Liens. (iv) All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required in connection with the transfer of Trust Property to the Trust have been obtained. (v) Each Account classified as an "Eligible Account" by the Transferor in any document or report delivered hereunder will satisfy the requirements contained in the definition of Eligible Account as of the time of such document or report and each Receivable classified as an "Eligible Receivable" by the Transferor in any document or report delivered hereunder will satisfy the requirements contained in the definition of Eligible Receivable as of the time of such document or report. (vi) Each Receivable then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of the Initial Closing Date and with respect to any Series of Certificates, as of the Amendment date of its related Supplement and Closing Date: (i) This The Purchase Agreement and this Agreement each constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect effect, affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This The transfer of Receivables by the Transferor to the Trust under this Agreement constitutes either (A) a valid transfer, assignment, set-over setover and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)Trust Property, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto Trust Property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b)Permitted Liens, (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and any other Class of Certificates held by the Transferor from time to time and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge any Interest Funding Account, any Principal Account, the Principal Account Excess Funding Account, or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a first priority security interest (as defined in such property the UCC as in effect in the Relevant UCC State) in, to and under the TrustTrust Property, which grant is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, created and the proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b)Permitted Liens. Neither Except as contemplated in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account, any Principal Account, the Finance Charge any Interest Funding Account, the Distribution Account Account, the Excess Funding Account, any principal funding account for any Series or any other Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. The Purchase Agreement constitutes a valid transfer, assignment, set-over and conveyance to the Transferor of Delawareall right, title and interest of Green Tree in and to the Receivables purported to be sold thereunder, whether then existing or thereafter created in the applicable Accounts and the proceeds thereof. (iii) The Transferor is not insolvent and will not be rendered insolvent upon the transfer of the Receivables to the Trust. (iv) All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required in connection with the transfer of Trust Property to the Trust have been obtained. (v) Each Receivable and all other Trust Property existing on the first Closing Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, has been conveyed to the Trust free and clear of any Lien. (vi) With respect to each Receivable and all other Trust Property existing on the Initial Closing Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable or other Trust Property to the Trust have been duly obtained, effected or given and are in full force and effect. (vii) On the Cut-Off Date and each Closing Date, each Initial Account is an Eligible Account and, in the case of Additional Accounts, on the applicable Additional Cut-Off Date and each subsequent Closing Date, each such Additional Account is an Eligible Account. (viii) On the first Closing Date, in the case of the Initial Accounts, and, in the case of the Additional Accounts, on the applicable Additional Cut-Off Date, and on each Transfer Date, each Receivable conveyed to the Trust on such date is an Eligible Receivable or, if such Receivable is not an Eligible Receivable, such Receivable is conveyed to the Trust in accordance with Section 2.09.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of on the Initial Closing Date and Date, on the Amendment Closing Date and, with respect to any Series of Securities, on the date of its related Supplement and Closing Date, and, with respect to any matters involving Additional Accounts or Supplemental Accounts, on the applicable Addition Date: (i) This The Purchase Agreement and this Agreement each constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect effect, affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This The transfer of Receivables by the Transferor to the Trustee under this Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust Trustee of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)such Receivables, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates Transferor, except for (x) Liens permitted under subsection 2.05(b)Permitted Liens, (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate Security and any other Class of Securities held by the Transferor from time to time and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge any Interest Funding Account, any Principal Account, the Principal Account Excess Funding Account, or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a first priority perfected security interest (as defined in the UCC as in effect in the Relevant UCC State) in, to and under such property to the TrustReceivables, which grant is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, created and the proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statement described in Section 2.01 2.1, and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation, the Trust Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b)Permitted Liens. Neither Except as contemplated in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account, any Principal Account, the Finance Charge any Interest Funding Account, the Distribution Account Account, the Excess Funding Account, any principal funding account for any Series or any other Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. (iii) The Transferor is (or, with respect to Receivables arising after the date hereof, will be upon their creation) the legal and beneficial owner of Delawareall right, title and interest in and to each Receivable and each Receivable has been or will be transferred to the Trustee free and clear of any Lien other than Permitted Liens. (iv) All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required of the Transferor in connection with the transfer of Trust Property to the Trust have been obtained. (v) On the applicable Addition Cut-Off Date, each related Additional Account or Supplemental Account is an Eligible Account. On the applicable Addition Cut-Off Date, with respect to the related Additional Accounts or Supplemental Accounts, each Receivable contained in such Accounts on such applicable date and conveyed to the Trustee by the Transferor is an Eligible Receivable. (vi) Each Receivable then existing has been conveyed to the Trustee free and clear of any Lien (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferornational banking associations, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b2.5(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the any related Supplement, Supplement or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the State of South Dakota) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property (as defined in subject to Section 9-306 of the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionState of South Dakota), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, of any Series Account as provided in any Supplement) Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareSouth Dakota.

Binding Obligation; Valid Transfer and Assignment. The Each Transferor hereby severally represents and warrants to the Trust thatTrustee, on behalf of the Trust, with respect to any Series of Certificates, as of the Initial Closing Date date of any Supplement and the Amendment related Closing Date, unless otherwise stated in such Supplement that: (i) This Each of this Agreement, any Supplement and each Receivable Purchase Agreement (if any) to which such Transferor is a party, constitutes a legal, valid and binding obligation of the such Transferor, enforceable against the Transferor such Transferor, in accordance with its terms, except (A) as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferor, and (B) except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over transfer and conveyance assignment to the Trust of all right, title and interest of the such Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)created, all monies due or to become due with respect thereto on and after the Cut-Off Date applicable to the Receivables conveyed by such Transferor to the Trust, Recoveries, and all proceeds (as defined in the UCC as in effect in the Relevant UCC State) of such Receivables Receivables, such funds as are from time to time deposited in the Collection Account, Special Funding Account and Insurance Proceeds relating thereto any other account or accounts maintained for the benefit of Certificateholders and the benefits of any Enhancement, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the such Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the such Transferor as Holder a holder of the Exchangeable Transferor Certificate and (z) any right of the Transferor's right, if any, holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings, if any, in earnings with respect of the Finance Charge Accountto, the Principal Collection Account or any Series Account, other account or accounts maintained for the benefit of Certificateholders as provided in this Agreement or the related Supplement, and any Supplement or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Trustee on behalf of the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), ) and the proceeds thereof and Insurance Proceeds relating thereto to the extent set forth in the UCC in effect in the Relevant UCC State upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter thereafter created, and the proceeds thereof and Insurance Proceeds relating theretoto such extent, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the applicable financing statement described in Section 2.01 statements and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds extent set forth in the UCC as in effect in the applicable jurisdiction)Relevant UCC State relating to such Receivables, except for Liens permitted under subsection 2.05(b)) hereunder. Neither the such Transferor nor any Person claiming through or under the such Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Collection Account or any Series Accountother account or accounts maintained for the benefit of Certificateholders, except for any right of the Transferor's rights Transferors to receive interest accruing on, and investment earningsearnings with respect to, if any, in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, and any Series Account as provided in any Supplement) Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the such Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. Each Receivable Purchase Agreement constitutes a transfer to the related Transferor of Delawareall right, title and interest of the related Account Originator in and to the Receivables purported to be sold thereunder, whether then existing or thereafter created in the applicable Accounts and the proceeds thereof.

Binding Obligation; Valid Transfer and Assignment. The Transferor ------------------------------------------------- hereby represents and warrants to the Trust thatTrustee, on behalf of the Trust, as of the Initial Closing Substitution Date and and, with respect to any Series, as of the Amendment related Closing Date, unless otherwise stated in the related Supplement, that: (i) This Each of this Agreement and any Supplement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferor, and (B) except as such enforceability may be limited by general principles of equity (whether considered in a suit proceeding at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over transfer and conveyance assignment to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with on or after the Accounts Substitution Date (other than Receivables in Additional Accounts), all monies due or to become due and all amounts received with respect thereto on or after the Substitution Date and all proceeds thereof (to the extent set forth in Section 9-315 of such Receivables and Insurance Proceeds relating thereto the UCC as in effect in the Relevant UCC State), and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by transferred to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates Affiliates, except for (x) Liens permitted under subsection 2.05(b), (ySection 2.5(b),(y) the interest of the Transferor as Holder holder of the Exchangeable Transferor Certificate or any other Class held by the Transferor from time to time and (z) any right of the Transferor's right, if any, holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings, if any, in earnings with respect of the Finance Charge Accountto, the Principal Collection Account or any Series Account, other account or accounts maintained for the benefit of the Certificateholders or any Enhancement Provider as provided in this Agreement or the related Supplement, and any Supplement or (B) a valid transfer for security in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery grant of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdictionRelevant UCC State) in such property (subject to the rules governing Trustee on behalf of the Trust. (iii) If this Agreement constitutes the grant of a security interest in the Trust Property (other than the Prior Trust Property) to the Trustee: (A) this Agreement creates a valid and continuing security interest (as defined in the UCC of the Relevant UCC State) in the Trust Property (other than the Prior Trust Property) in favor of the Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Transferor; (B) the Receivables transferred by the Transferor constitute "accounts" within the meaning of the UCC of the Relevant UCC State; (C) at the time of its transfer of any Trust Property to the Trust pursuant to this Agreement, the Transferor owned and had good and marketable title to such Trust Property free and clear of any Lien, claim or encumbrance of any Person (other than any Lien described in clause (x), (y) or (z) of paragraph (ii) above); (D) the Transferor has caused or will have caused, within ten (10) days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables and the proceeds thereof granted to the Trustee pursuant to this Agreement; (E) other than the security interest granted to the Trustee pursuant to this Agreement or an Assignment, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables created on or after the Substitution Date or the proceeds thereof; (F) the Transferor has not authorized the filing of and is not aware of any financing statements filed against the Transferor that include a description of the Receivables other than any financing statement relating to the transfer of the Receivables to the Transferor pursuant to the Receivables Purchase Agreement or the security interest granted to the Trustee pursuant to this Agreement or an Assignment or any financing statement that has been terminated; and (G) the Transferor is not aware of any judgment or tax lien filings against the Transferor. (iv) If the transfer pursuant to Section 2.1 of the Prior Agreement is not deemed to constitute a sale, this Agreement constitutes either (A) a valid transfer and assignment to the Trust of all right, title and interest of the Transferor in and to the Receivables included in the Prior Trust Property, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (to the extent set forth in Section 9-315 of the UCC as in effect in the Relevant UCC State), and such Receivables and all proceeds thereof will be transferred to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (x) Liens in favor of the Trustee on behalf of the Trust and Liens permitted under Section 2.5(b), (y) the interest of the Transferor as holder of the Exchangeable Transferor Certificate or any other Class held by the Transferor from time to time and (z) any right of the holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings with respect to, the Collection Account or any other account or accounts maintained for the benefit of the Certificateholders or any Enhancement Provider as provided in this Agreement and any Supplement or (B) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdictionRelevant UCC State) in such property to the Trustee on behalf of the Trust. (v) If the transfer pursuant to Section 2.1 of the Prior Agreement is not deemed to constitute a sale and this Agreement constitutes the grant of a security interest in the Prior Trust Property to the Trustee: (A) this Agreement creates a valid and continuing security interest (as defined in the UCC of the Relevant UCC State) in the Prior Trust Property in favor of the Trustee, which security interest is prior to all other Liens (other than Liens created under the Prior Agreement in favor of the Trustee on behalf of the Trust), except for Liens permitted and is enforceable as such against creditors of and purchasers from the Transferor; (B) the Receivables included in the Prior Trust Property constitute "accounts" within the meaning of the UCC of the Relevant UCC State; (C) at the time of its transfer of any Prior Trust Property to the Trust pursuant to this Agreement, the Transferor owned and had good and marketable title to such Prior Trust Property free and clear of any Lien, claim or encumbrance of any Person (other than any Lien described in clause (x), (y) or (z) of paragraph (iv) above); (D) the Transferor has caused or will have caused, within ten (10) days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under subsection 2.05(b)applicable law in order to perfect the security interest in the Receivables included in the Prior Trust Property and the proceeds thereof granted to the Trustee pursuant to this Agreement; (E) other than the security interest granted to the Trustee pursuant to this Agreement, the Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables included in the Prior Trust Property or the proceeds thereof; (F) the Transferor has not authorized the filing of and is not aware of any financing statements filed against the Transferor that include a description of the Receivables included in the Prior Trust Property other than any financing statement relating to the transfer of the Receivables to the Transferor pursuant to the Receivables Purchase Agreement or the security interest granted to the Trustee pursuant to this Agreement or any financing statement that has been terminated; and (G) the Transferor is not aware of any judgment or tax lien filings against the Transferor. Neither Except as otherwise specifically provided in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Collection Account or any Series Accountother account or accounts maintained for the benefit of Certificateholders or any Enhancement Provider, except for any right of the Transferor's rights Transferor to receive interest accruing on, and investment earningsearnings with respect to, if any, in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, and any Series Account as provided in any Supplement) Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareRelevant UCC State.

Binding Obligation; Valid Transfer and Assignment. The Transferor Seller hereby ------------------------------------------------- represents and warrants to the Trust and the Trustee that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the TransferorSeller, enforceable against the Transferor Seller in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the TransferorConnecticut capital stock savings banks, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), (C) subject to the unenforceability of provisions indemnifying a party against liability where such indemnification is contrary to public policy, (D) the effect of judicial decisions which have held that, subject to certain covenants and provisions of agreements, such agreements are unenforceable where (y) the breach of such covenants or provisions imposes restrictions or burdens where it cannot be demonstrated that such breach is a material breach of a material covenant or provisions, or (z) the creditor's enforcement of such covenants or provisions under the circumstances would violate the creditor's implied covenant of good faith and fair dealing, and (E) subject to the unenforceability of provisions herein to the effect that the failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such rights or remedies, or to the effect that provisions therein may only be waived in writing to the extent that an oral agreement modifying such provisions has been entered into. (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor Seller in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), (ii) all monies due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables Receivables, (iv) Recoveries allocable to the Trust pursuant to subsection 2.5(l), (v) all funds deposited from time to time in ----------------- any Series Account, including any reserve account, cash collateral account or spread account, and Insurance Proceeds relating thereto and such Receivables (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and all proceeds thereof and Insurance Proceeds relating thereto thereof, which will be held by the Trust ----------------- free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (w) the interests of the Trustee and the Certificateholders, (x) Liens permitted under subsection 2.05(b)2.5(b) and subject to Section 9-306 of the UCC as in effect in ----------------- the State of Connecticut or New York, whichever is applicable, (y) the interest of the Transferor Seller as Holder of the Exchangeable Transferor Seller Certificate and (z) the TransferorSeller's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Collection Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the State of New York) in such property to the Trust, which is enforceable with respect to the (i) Receivables now existing Receivables and hereafter created and arising in connection with the Accounts and in connection with any accounts that meet the definition of Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocable to the Trust pursuant to subsection 2.5(l), (v) all funds deposited from time to time in ----------------- any Series Account, including any reserve account, cash collateral account or spread account and (vi) Interchange allocable to the Trust pursuant to subsection 2.5(k) and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of ----------------- this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof thereof, Recoveries, funds deposited in a Series Account and Insurance Proceeds relating theretoInterchange allocable to the Trust pursuant to subsections 2.5(k) and (l), upon such creation. Upon If this ------------------ --- Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 ------- 2.1 and in the case of the Receivables --- hereafter created and proceeds thereof thereof, Recoveries and Insurance Proceeds relating theretoInterchange allocable to the Trust pursuant to subsections 2.5(k) and (l), upon such ------------------ --- creation, the Trust Trustee, on behalf of the Trust, shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b)2.5(b) and subject to Section 9-306 of the UCC as in ----------------- effect in the State of Connecticut or New York, whichever is applicable. Neither the Transferor Seller nor any Person (other than the Trustee and the Certificateholders) claiming through or under the Transferor Seller shall have any claim to or interest in the Principal Collection Account, the Finance Charge Account, the Distribution Excess Funding Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the Seller will have an interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareNew York.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of the Initial Closing Date and with respect to any Series of Certificates, as of the Amendment date of its related Supplement and Closing Date: (i) This The Purchase Agreement and this Agreement each constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect effect, affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This The transfer of Receivables by the Transferor to the Trust under this Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)Trust Property, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto Trust Property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b)Permitted Liens, (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and any other Class of Certificates held by the Transferor from time to time and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge any Interest Funding Account, any Principal Account, the Principal Account Excess Funding Account, or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a first priority security interest (as defined in such property the UCC as in effect in the Relevant UCC State) in, to and under the TrustTrust Property, which grant is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, created and the proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b)Permitted Liens. Neither Except as contemplated in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account, any Principal Account, the Finance Charge any Interest Funding Account, the Distribution Account Account, the Excess Funding Account, any principal funding account for any Series or any other Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. The Purchase Agreement constitutes a valid transfer, assignment, set-over and conveyance to the Transferor of Delawareall right, title and interest of the seller which is a party thereto in and to the Receivables purported to be sold thereunder, whether then existing or thereafter created in the applicable Accounts and the proceeds thereof. (iii) The Transferor is not insolvent and will not be rendered insolvent upon the transfer of the Receivables to the Trust. (iv) The Transferor is (or, with respect to Receivables arising after the date hereof, will be) the legal and beneficial owner of all right, title and interest in and to each Receivable and each Receivable has been or will be transferred to the Trust free and clear of any Lien other than Permitted Liens. (v) All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required in connection with the transfer of Trust Property to the Trust have been obtained. (vi) Each Receivable classified as an "Eligible Receivable" by the Transferor in any document or report delivered hereunder will satisfy the requirements contained in the definition of Eligible Receivable as of the time of such document or report. (vii) Each Receivable then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of the Initial Closing Date and with respect to any Series of Certificates, as of the Amendment date of its related Supplement and Closing Date, and, with respect to any Series and matters involving (X) Supplemental Accounts, as of the applicable Addition Date and (Y) Automatic Additional Accounts, as of the date the Receivables of such Accounts are designated for inclusion in the Trust: (i) This The Receivables Purchase Agreement, this Agreement and any Supplement each constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)Trust Property, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto Trust Property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b)Permitted Liens, (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and any other Class of Certificates held by the Transferor from time to time and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Interest Funding Account, the Principal Account Account, the Excess Funding Account, or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for security in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of Delaware.the

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and legally binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights in general generally and the rights of creditors of entities such as business trusts organized under the Transferorlaws of the state of its organization, and (B) as such enforceability may be limited by general equitable principles of equity (whether considered in a suit proceeding in equity or at law or in equity)law) and an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-set over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b2.5(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts)Receivables, the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) Transferor's rights in such property (subject to Section 9- 306 of the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionUCC), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareUCC.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of the Initial Closing Date and with respect to any Series of Certificates, as of the Amendment date of its related Supplement and Closing Date: (i) This The Purchase Agreement and this Agreement each constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect effect, affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This The transfer of Receivables by the Transferor to the Trust under this Agreement constitutes either (A) a valid transfer, assignment, set-over setover and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)Trust Property, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto Trust Property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b)Permitted Liens, (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and any other Class of Certificates held by the Transferor from time to time and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge any Interest Funding Account, any Principal Account, the Principal Account Excess Funding Account, or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a first priority security interest (as defined in such property the UCC as in effect in the Relevant UCC State) in, to and under the TrustTrust Property, which grant is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, created and the proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b)Permitted Liens. Neither Except as contemplated in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Collection Account, any Principal Account, the Finance Charge any Interest Funding Account, the Distribution Account Account, the Excess Funding Account, any principal funding account for any Series or any other Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. The Purchase Agreement constitutes a valid transfer, assignment, set-over and conveyance to the Transferor of Delawareall right, title and interest of Green Tree in and to the Receivables and the Collateral Security purported to be sold thereunder, whether then existing or thereafter created in the applicable Accounts, and the proceeds thereof. (iii) The Transferor is not insolvent and will not be rendered insolvent upon the transfer of the Receivables to the Trust. (iv) All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required in connection with the transfer of Trust Property to the Trust have been obtained. (v) Each Receivable and all other Trust Property existing on the first Closing Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Receivables Transfer Date, has been conveyed to the Trust free and clear of any Lien and in compliance with all applicable Requirements of Law in all material respects. (vi) With respect to each Receivable and all other Trust Property existing on the Initial Closing Date or, in the case of Additional Accounts, on the applicable Addition Date, and on each Transfer Date, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with the conveyance of such Receivable or other Trust Property to the Trust have been duly obtained, effected or given and are in full force and effect. (vii) On the Cut-off Date and each Closing Date, each Initial Account is an Eligible Account or, if such Account is not an Eligible Account, such Account is being removed from the Trust in accordance with Section 2.8 and, in the case of Additional Accounts, on the applicable Additional Cut-off Date and each subsequent Closing Date, each such Additional Account is an Eligible Account or its being removed pursuant to Section 2.8. (viii) On the Initial Closing Date, in the case of the Initial Accounts, and, in the case of the Additional Accounts, on the applicable Additional Cut-off Date, and on each Receivables Transfer Date, each Receivable conveyed to the Trust on such date is an Eligible Receivable or, if such Receivable is not an Eligible Receivable, such Receivable is conveyed to the Trust in accordance with Section 2.9.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferornational banking associations, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the State of Delaware) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property (as defined in subject to Section 9-306 of the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionState of Delaware), except for Liens permitted under subsection 2.05(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of Delaware.

Binding Obligation; Valid Transfer and Assignment. The Transferor Seller hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the TransferorSeller, enforceable against the Transferor Seller in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' ’ rights in general and the rights of creditors of entities such as the Transferornational banking associations, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor Seller in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds and Recoveries relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds and Recoveries relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor Seller or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the Transferor Seller as Holder of the Exchangeable Transferor Seller Certificate and (z) the Transferor's Seller’s right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the State of Delaware) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds and Recoveries relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property (as defined in subject to Section 9-306 of the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionState of Delaware), except for Liens permitted under subsection 2.05(b). Neither the Transferor Seller nor any Person claiming through or under the Transferor Seller shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's Seller’s rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor Seller in such property as a debtor for purposes of the UCC as in effect in the State of Delaware.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Effective Date, each Closing Date and and, with respect to Additional Accounts, the Amendment Closing related Addition Date: (i) This Agreement and each other Transaction Document to which the Transferor is a party constitutes and, in the case of Additional Accounts, when the related Assignment is executed and delivered on behalf of RPA Seller, will constitute, a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' creditors rights in general and the rights of creditors of entities such as the Transferornational banking associations, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement (as supplemented by Assignments made pursuant to Section 2.06) constitutes either (A) a valid transfer, assignment, set-over setover and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing (or, with respect to Additional Accounts, existing on the applicable Addition Date) and hereafter (or thereafter) created and arising in connection with the Accounts (other than Receivables in Additional Accounts), and all proceeds of such Receivables and Insurance Proceeds relating thereto thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x1) Liens permitted under subsection 2.05(b), (y2) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z3) the TransferorServicer's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Collection Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts)Receivables, the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, or, with respect to Receivables then existing in Additional Accounts, upon execution and delivery of the related Assignment, and which will be enforceable with respect to such Receivables hereafter (or thereafter) created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement (as supplemented by Assignments made pursuant to Section 2.06) constitutes the filing grant of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, a security interest to the Trust shall have in such property, all actions necessary under the applicable UCC in any jurisdiction to be taken to give the Trustee a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property Receivables and proceeds thereof (subject to Section 9-315 of the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionUCC), except for Liens permitted under subsection 2.05(b), have been taken. Neither the Transferor nor any Person claiming through or under (other than the Transferor Trustee) shall have any claim to or interest in the Collection Account, the Excess Funding Account, the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, or the Enhancement for any Series, except for the TransferorServicer's rights rights, if any, to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account, the Collection Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC and the interests of the Transferor as in effect in Holder of the State of DelawareExchangeable Transferor Certificate.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, Trustee that as of the Initial Second Restatement Date, the Effective Date, each Closing Date and and, with respect to Additional Accounts, the Amendment Closing related Addition Date: (i) This Agreement and each other Transaction Document to which it is a party constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' ’ rights in general and the rights of creditors of entities such as the Transferorinsured depository institutions, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust Trustee of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and at the close of business on the Cut Off Date, in the case of the Receivables arising in connection with the initial Accounts, and on each Addition Date, in the case of the Receivables arising in the Additional Accounts (relating to such Addition Date, and in each case thereafter created from time to time until the termination of the Trust, and all other than Receivables in Additional Accounts)Trust Assets, and all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto property will be held by the Trust Trustee free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's ’s right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property to the TrustTrustee, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statement statements described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's ’s rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of Delawareapplicable jurisdiction.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferornational banking associations, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to Trustee, on behalf of the Trust Trust, for the benefit of the Holders, of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of monies due or to become due with respect to such Receivables (including all Finance Charge Receivables and Recoveries), and Insurance Proceeds relating thereto and to such Receivables and Receivables, all proceeds thereof and Insurance Proceeds relating thereto of which property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b2.5(b), and (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related SupplementCertificate, or (B) a valid transfer for grant of a security interest in such property to Trustee, for the Trustbenefit of the Investor Holders, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof thereof, and Recoveries and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to Trustee in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Recoveries and Insurance Proceeds relating thereto, upon such creation, the Trust Trustee shall have a first priority perfected security interest in such property (as defined in subject to Section 9-306 of the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionState of Louisiana), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Excess Funding Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareLouisiana.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust thatTrustee, on behalf of the Trust, with respect to any Series of Certificates, as of the Initial Closing Cut-Off Date or the date of the related Supplement and the Amendment related Closing Date, unless otherwise stated in such Supplement that: (i) This Each of this Agreement and any Supplement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferor, national banking associations and (B) except as such enforceability may be limited by general principles of equity (whether considered in a suit proceeding at law or in equity). (ii) This Agreement or, in the case of Receivables in Additional Accounts, the related Assignment constitutes either (A) a valid transfer, assignment, set-over transfer and conveyance assignment to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with (x) acquired by the Accounts Transferor pursuant to the Receivables Purchase Agreements or (other than Receivables in Additional Accounts)y) originated by the Bank, all monies due or to become due with respect thereto (including all Finance Charge Receivables, Recoveries, Interchange, if any, and amounts held in any of the accounts established for the benefit of Certificateholders) on and after the Cut-Off Date or Additional Account Cut-Off Date or Creation Date, as applicable, and all proceeds (as defined in the UCC as in effect in the Relevant UCC State) of such Receivables and Insurance Proceeds relating thereto Receivables, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for security in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon the filing of the financing statement described in Section 2.01 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of Delaware.the

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust and the Trustee that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferornational banking associations, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(bsubsec- tion 2.5(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the any related Supplement, Supplement or (B) a valid transfer for grant of a security interest (as defined in the UCC as in effect in the Relevant UCC State) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts), the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest in such property (as defined in subject to Section 9-306 of the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the Relevant UCC as in effect in the applicable jurisdictionState), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, of any Series Account as provided in any Supplement) Supplement and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareRelevant UCC State.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This As of the Amendment Closing Date, this Agreement constitutes a legal, valid and legally binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' ’ rights in general generally and the rights of creditors of entities such as banking corporations organized under the Transferorlaws of the state of its organization, and (B) as such enforceability may be limited by general equitable principles of equity (whether considered in a suit proceeding in equity or at law or in equity)law) and an implied covenant of good faith and fair dealing. (ii) This As of the Initial Closing Date, the Original Pooling and Servicing Agreement constitutes constituted either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing on such date and hereafter thereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b2.5(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's ’s right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts)Receivables, the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreementthereto, and which will be enforceable with respect to such Receivables hereafter createdcreated on and after the Initial Closing Date, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created on and after the Initial Closing Date and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) Transferor’s rights in such property (subject to Section 9-315 of the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionUCC), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's ’s rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareUCC.

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust Trustee, on behalf of the Trust, that, as of the Initial Closing Date for Series 1996-1 and, with respect to any Series of Certificates, as of the date of the related Supplement and related Closing Date for such Series, and on each day on which any new Contract is purchased by the Amendment Closing DateTransferor: (i) This The Agreement and the Purchase Agreement each constitutes a the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect effect, affecting the enforcement of creditors' rights in general and the rights of creditors of entities such as the Transferorgeneral, and (B) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (ii) This The transfer of Contracts and the related Receivables by the Transferor to the Trust under this Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts)Trust Property, all proceeds of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto Trust Property will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b)Permitted Liens, (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and any other Class of Certificates held by the Transferor from time to time and (z) the Transferor's right, if any, to interest accruing on, and investment earnings, if any, in respect of of, the Finance Charge Collection Account, the Principal Account or any Distribution Account, any Series Account and the Excess Funding Account, as provided in this Agreement or any Supplement, subject to the related Supplementrelease of the Released Amounts pursuant to Section 2.2(b), or (B) a valid transfer for grant of a security interest (as defined in such property the UCC as in effect in the Relevant UCC State) in, to and under the TrustTrust Property, which grant is enforceable with respect to the existing Contracts and the related Receivables (other than Receivables in Additional Accounts), and the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Contracts and the related Receivables hereafter created, created and the proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Contracts and the related Receivables hereafter created and the proceeds thereof and Insurance Proceeds relating theretothereof, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (property, except for Permitted Liens, subject to the rules governing proceeds set forth in release of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(bReleased Amounts pursuant to Section 2.2(b). Neither Except as contemplated in this Agreement or any Supplement, neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Collection Account, the Finance Charge any Distribution Account, the Distribution Account or any Series Account and the Excess Funding Account, except for the Transferor's rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account any such account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State Relevant UCC State. The Purchase Agreement constitutes a valid sale, transfer, assignment, set-over and conveyance to the Transferor of Delawareall right, title and interest of BTFC in and to the Contracts and the related Receivables purported to be sold thereunder, whether then existing or thereafter created and the proceeds thereof, subject to the release of the Released Amounts pursuant to Section 2.1(g) of the Purchase Agreement. In accordance with Section 5.3 of the Purchase Agreement, the Transferor is treating such conveyance for all purposes (including, without limitation, tax and financial accounting purposes) as a sale to it, or to the extent applicable, as a contribution to its capital on all relevant books, records, tax returns, financial statements and other applicable documents. (iii) The Transferor is not insolvent and will not be rendered insolvent upon the transfer of the Contracts to the Trust. (iv) The Transferor is (or, with respect to Contracts arising after the date hereof, will be) the legal and beneficial owner of all right, title and interest in and to each Contract and the related Receivable and each Contract and the related Receivable has been or will be transferred to the Trust free and clear of any Lien other than Permitted Liens. (v) All consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required in connection with the transfer of Trust Property to the Trust have been obtained and are in full force and effect. (vi) Each Receivable classified as an "Eligible Receivable" by the Transferor in any document or report delivered hereunder will satisfy the requirements contained in the definition of Eligible Receivable as of the time of such document or report. (vii) Each Contract and the related Receivable then existing has been conveyed to the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor. (viii) Each Receivable transferred hereunder has been originated on a Contract substantially in a form attached as Exhibit B to the Purchase Agreement, as such form may have been modified or amended subsequent to the date hereof in accordance with the standards set forth in subsection 2.5(c).

Binding Obligation; Valid Transfer and Assignment. The Transferor hereby represents and warrants to the Trust that, as of the Initial Closing Date and the Amendment Closing Date: (i) This Agreement constitutes a legal, valid and legally binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' ’ rights in general generally and the rights of creditors of entities such as banking corporations organized under the Transferorlaws of the state of its organization, and (B) as such enforceability may be limited by general equitable principles of equity (whether considered in a suit proceeding in equity or at law or in equity)law) and an implied covenant of good faith and fair dealing. (ii) This Agreement constitutes either (A) a valid transfer, assignment, set-over and conveyance to the Trust of all right, title and interest of the Transferor in and to the Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all proceeds of such Receivables and Insurance Proceeds relating thereto thereto, and such Receivables and all proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b2.5(b), (y) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and (z) the Transferor's ’s right, if any, to interest accruing on, and investment earnings, if any, in respect of the Finance Charge Account, the Principal Account or any Series Account, as provided in this Agreement or the related Supplement, or (B) a valid transfer for grant of a security interest (as defined in the UCC) in such property to the Trust, which is enforceable with respect to the existing Receivables (other than Receivables in Additional Accounts)Receivables, the proceeds thereof and Insurance Proceeds relating thereto upon execution and delivery of this Agreement, and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof and Insurance Proceeds relating thereto, upon such creation. Upon If this Agreement constitutes the grant of a security interest to the Trust in such property, upon the filing of the financing statement described in Section 2.01 2.1 and in the case of the Receivables hereafter created and proceeds thereof and Insurance Proceeds relating thereto, upon such creation, the Trust shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) Transferor’s rights in such property (subject to Section 9-315 of the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdictionUCC), except for Liens permitted under subsection 2.05(b2.5(b). Neither the Transferor nor any Person claiming through or under the Transferor shall have any claim to or interest in the Principal Account, the Finance Charge Account, the Distribution Account or any Series Account, except for the Transferor's ’s rights to receive interest accruing on, and investment earnings, if any, earnings in respect of, the Finance Charge Account and Principal Account as provided in this Agreement (or, if applicable, any Series Account as provided in any Supplement) and, if this Agreement constitutes the grant of a security interest in such property, except for the interest of the Transferor in such property as a debtor for purposes of the UCC as in effect in the State of DelawareUCC.