Common use of Conveyance of Receivables Clause in Contracts

Conveyance of Receivables. By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance.

Conveyance of Receivables. By execution (a) [Each of this Agreement, each Transferor the Sellers] does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds thereof (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to UCC as in effect in the Trustee, on behalf State of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies South Dakota [and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"applicable states]). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSBthe Servicer, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, VISA, MasterCard, American Express or insurers. The foregoing transfer. (b) In connection with such sale, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees Sellers agree to record and file, at its their own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets the Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Sellers further agree, setat their own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts designated hereby have been conveyed to the Trust pursuant to the Agreement and this Assignment for the benefit of the Certificateholders. * The definition of “Additional Cut-over or other conveyanceOff Date” only needs to be included in an Assignment for Lump Additions. ** The bracketed language is to be included only in an Assignment for Lump Additions.

Conveyance of Receivables. By execution of this Agreement, each Transferor of the Sellers does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing at the close of business on the Initial Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest SupplementAccounts, any Series Enhancement and the right to receive Recoveries certain Interchange attributed to cardholder charges for merchandise and services in the Accounts shall constitute the assets of the Trust (the "“Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bankthe Servicer, FSBCitibank, any Additional Seller, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, VISA, MasterCard, American Express or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees Sellers agree to record and file, at its their own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets the Receivables to the TrusteeTrust, and to deliver a file-file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after on or prior to the Substitution first Closing Date, in the case of Trust Assets relating to Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Receivables arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. The Sellers further agree, assignmentat their own expense, set(a) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created in connection with the Accounts (other than Removed Accounts) have been conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (b) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the date that is ten Business Days after the applicable Addition Date, in the case of Lump Additions, and (z) the date that is 90 days after the applicable Addition Date, in the case of New Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Trust Cut-over Off Date, in the case of the Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The parties hereto intend that each transfer of Receivables and other conveyanceproperty to the Trust pursuant to this Agreement (including each Assignment) constitute a sale, and not a secured borrowing, including under generally accepted accounting principles in effect for reporting periods before November 15, 2009. By executing this Agreement, the parties hereto do not intend to (i) cancel, release or in any way impair the conveyances made by (A) Citibank (South Dakota), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement, (B) Citibank (Nevada), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement or (C) Citibank, in its capacity as Seller under the Second Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of (A) the Prior Pooling and Servicing Agreement prior to the execution of the Second Amended and Restated Pooling and Servicing Agreement or (B) the Second Amended and Restated Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created under the Pooling and Servicing Agreement, dated as of May 29, 1991, between Citibank (South Dakota), National Association, Citibank (Nevada), National Association and the Trustee and maintained under the Prior Pooling and Servicing Agreement and the Second Amended and Restated Pooling and Servicing Agreement shall continue to exist and be maintained under this Agreement. (b) The sale and assignment of Receivables and other Trust Assets from Citibank (South Dakota), National Association, as Seller, Citibank (Nevada), National Association, as Seller and Citibank, as Seller, in each case to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, made prior to the date of this Agreement pursuant to the Prior Pooling and Servicing Agreement and/or the Second Amended and Restated Pooling and Servicing Agreement, as applicable, shall remain in full force and effect. (c) Citibank hereby ratifies, confirms and continues all sales and assignments made and all security interests granted under the Prior Pooling and Servicing Agreement and/or the Second Amended and Restated Pooling and Servicing Agreement, as applicable, prior to the date of this Agreement. (d) All series of investor certificates issued under the Prior Pooling and Servicing Agreement shall constitute Series issued and outstanding under this Agreement, and any supplement executed in connection with such series shall constitute a Supplement executed hereunder. (e) This Agreement is intended to amend, restate and modify the Second Amended and Restated Pooling and Servicing Agreement in its entirety, and, from and after the Amendment Date, all references to the Prior Pooling and Servicing Agreement and/or Second Amended and Restated Pooling and Servicing Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to (i) Citibank (South Dakota), National Association or Citibank (Nevada), National Association in its capacity as Seller of receivables and related assets under the Prior Pooling and Servicing Agreement shall, by operation of law as a result of the Bank Merger (and the merger of Citibank (Nevada), National Association into Citibank (South Dakota)), or (ii) Citibank in its capacity as Seller of receivables and related assets under the Second Amended and Restated Pooling and Servicing Agreement, shall, in each case, as applicable, continue to be deemed to be references to Citibank in its capacity as Seller of receivables and related assets hereunder. (f) By operation of law as a result of the Bank Merger (and the merger of Citibank (Nevada), National Association into Citibank (South Dakota)), Citibank is obligated to perform all of the covenants and obligations of each of Citibank (South Dakota), National Association and Citibank (Nevada), National Association in its capacity as Seller under or in connection with the Prior Pooling and Servicing Agreement and any Supplements to the Prior Pooling and Servicing Agreement including its obligations under Section 7.04. (g) This Agreement shall not constitute a novation and shall in no way adversely affect or impair the effectiveness of the sales and assignments or the priority of the liens granted by the Prior Pooling and Servicing Agreement or the Second Amended and Restated Pooling and Servicing Agreement, as applicable. (h) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the Amendment Date, Citibank (South Dakota)’s (or, if applicable, Citibank (Nevada)’s) or Citibank’s taking of such action under the Prior Pooling and Servicing Agreement or the Second Amended and Restated Pooling and Servicing Agreement, as applicable, shall constitute satisfaction of such requirement.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set over set-over, and otherwise convey to the Trustee, on behalf of the Trust, Trustee for the benefit of the CertificateholdersCertificateholders and any Credit Enhancement Provider (as each’s interest may appear in the Pooling and Servicing Agreement or in a related Supplement, without recourse except as provided hereinrecourse, all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables arising in the Additional Accounts and existing at the close of business on the Addition Date and thereafter created from time to time until the termination of the Trust, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables) all amounts received with respect thereto, all proceeds of such Receivables, all Insurance Proceeds relating to such Receivables, all Interchange, all Recoveries and all proceeds of any of the foregoing. (b) In connection with such transfer, the Transferor agrees to record and file, at its own expense, financing statements with respect to the Receivables existing at the close of business on the Addition Date and thereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to each location for filing with respect to all such Receivables) meeting the requirements of applicable state law in such manner and such jurisdictions as are necessary to perfect the assignment of such Receivables to the Trustee, and to deliver a file-stamped copy of such financing statements or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee on or prior to the date of this Assignment. (c) In connection with such transfer, the Transferor further agrees, at its own expense, on or prior to the date of this Assignment to cause World’s Foremost Bank, as Servicer, to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trustee pursuant to this Assignment for the benefit of the Certificateholders and each Credit Enhancement Provider. (d) The Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Addition Date existing and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising thereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all proceeds of such Receivables and all Insurance Proceeds relating to all of the foregoing such Receivables, and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of any of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)foregoing. Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries This Assignment shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or a security agreement under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyancelaw.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholdersconvey, without recourse except as provided hereinset forth in this Agreement, to Buyer, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables in such Additional Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Addition Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of Agreement Termination Date, the TrustRelated Security and Collections with respect thereto and related Recoveries, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, together with all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and Insurance Proceeds relating thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets")foregoing. The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Buyer of any obligation of Centurion Bankany Originator, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants merchant banks, Retailers, clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor . (b) Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Additional Accounts existing on the Addition Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeBuyer, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to Buyer within ten (10) days of the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee Buyer shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, sale and assignment. (c) In connection with such assignment, set-over Seller further agrees, at its own expense, on or other conveyanceprior to the date of this Assignment, to indicate and cause Servicer to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to Buyer pursuant to the Agreement and this Assignment. (d) Seller does hereby grant to Buyer a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables in the Additional Accounts existing on the Addition Date and thereafter created, the Related Security and Collections with respect thereto and Recoveries allocated to Buyer as provided in the Agreement, together with all monies due or to become due and all amounts received or receivable with respect thereto and all Insurance Proceeds relating thereto and all proceeds of the foregoing. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each (a) Transferor does hereby transfer, assign, set set-over and otherwise convey to Issuer, without recourse, except as set forth in the TrusteeAgreement, on behalf of and after the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinAddition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of Transferor in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby[, all monies due and or to become due and all amounts received or receivable with respect to thereto and the proceeds thereof,] (including all of the foregoing Finance Charge Receivables) and all proceeds (including of such Receivables and Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets")relating thereto. The foregoing does not constitute and is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee, Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer Enhancement Provider of any obligation of Centurion BankServicer, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Credit Card Originator or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to . (b) In connection with such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Servicer agrees to record and file, at its own expense, a financing statements statement (and amendments thereto continuation statements, when applicable) with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in Section 9-102 of the UCC meeting the requirements of applicable state law in such manner and in such jurisdictions jurisdiction as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeIssuer, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to Indenture Trustee on or prior to the Trustee as soon as practicable after date of the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and Assignment. (if any additional filing is so necessaryc) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in In connection with such transfer, assignmentServicer further agrees, set-over at its own expense, on or other conveyanceprior to the date of this Assignment to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to Issuer pursuant to the Agreement and this Assignment. (d) The parties intend that the transfer shall be deemed to be a sale, but if, and to the extent that, such transfer is not deemed to be a sale, Transferor shall be deemed hereunder to have granted, and does hereby so grant, to Issuer a first priority perfected security interest in all of Transferor’s right, title and interest in, and under the Receivables now existing and hereafter created and arising in connection with the Additional Accounts, all payments on such Receivables received after the Addition Date, all Insurance Proceeds relating thereto and all proceeds thereof (including Recoveries) and this Assignment shall constitute a security agreement under applicable law.

Conveyance of Receivables. By execution of this Agreement, each Transferor X. Xxxxx USA does hereby transfer, assign, set set-over and otherwise convey to the Trustee, Trustee on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of Chase USA in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby, all monies due and or to become due and all amounts received with respect to thereto (including all of the foregoing Finance Charge Receivables) and all proceeds (including of such Receivables, Recoveries, Interchange, Insurance Proceeds relating to such Receivables and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf proceeds of any of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in foregoing. B. In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Chase USA agrees to record and file, at its own expense, a financing statements (and amendments thereto when applicable) statement with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in Section 9-102 of the UCC as in effect in the State of New York meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrustee on behalf of the Trust for the benefit of the Certificateholders (the “Secured Party”), and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after on or prior to the Substitution Datedate of this Assignment. C. It is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject to, and be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be transferred, in whole or in part, by Chase USA pursuant to this Assignment shall be deemed to no longer be the case property, assets or rights of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional AccountsChase USA. The Trustee shall be under no obligation whatsoever to file parties hereto acknowledge and agree that each such financing statements or amendments thereto or to make any other filing under transfer is occurring in connection with a “ securitization transaction” within the UCC in meaning of the Delaware Act. D. In connection with such transfer, assignmentChase USA further agrees, set-over at its own expense, on or prior to the date of this Assignment to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders. X. Xxxxx USA hereby grants to the Secured Party a security interest in all of Chase USA’s right, title and interest in, to and under the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all monies due or to become due with respect to such Receivables, Insurance Proceeds relating to such Receivables, Recoveries, Interchange and the proceeds to any of the foregoing to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued or to be issued pursuant to the Pooling and Servicing Agreement and the interests accrued at the related Certificate Rates, and this Assignment shall constitute a security agreement under applicable law. Chase USA shall execute continuation statements and provide other conveyancefurther assurances to maintain the perfection and priority of such security interest of the Secured Party.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby hereby, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholdersconvey, without recourse except as provided hereinset forth in the Transfer and Servicing Agreement, to the Trust, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Supplemental Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts Date and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees Interchange and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, VISA, MasterCard or insurers. The foregoing transfer. (b) If necessary, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Supplemental Accounts existing on the Addition Cut-Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, setat its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Supplemental Accounts and designated hereby have been conveyed to the Trust pursuant to the Agreement and this Assignment. (d) The Transferor does hereby grant to the Trust a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables in the Supplemental Accounts existing on the Addition Cut-over Off Date and thereafter created, all Interchange and Recoveries related thereto, all monies due or other conveyanceto become due and all amounts received or receivable with respect thereto, all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing, and all "proceeds" (including "proceeds" as defined in the UCC) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each Transferor X. Xxxxx USA does hereby transfer, assign, set set-over and otherwise convey to the Trustee, Trustee on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of Chase USA in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby, all monies due and or to become due and all amounts received with respect to thereto (including all of the foregoing Finance Charge Receivables) and all proceeds (including of such Receivables, Recoveries, Interchange, Insurance Proceeds relating to such Receivables and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf proceeds of any of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in foregoing. B. In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Chase USA agrees to record and file, at its own expense, a financing statements (and amendments thereto when applicable) statement with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in Section 9-102 of the UCC as in effect in the State of New York meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrustee on behalf of the Trust for the benefit of the Certificateholders (the "Secured Party"), and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after on or prior to the Substitution Datedate of this Assignment. C. It is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject to, and be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be transferred, in whole or in part, by Chase USA pursuant to this Assignment shall be deemed to no longer be the case property, assets or rights of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional AccountsChase USA. The Trustee shall be under no obligation whatsoever to file parties hereto acknowl- edge and agree that each such financing statements or amendments thereto or to make any other filing under transfer is occurring in connection with a " securitization transaction" within the UCC in meaning of the Delaware Act. D. In connection with such transfer, assignmentChase USA further agrees, set-over at its own expense, on or prior to the date of this Assignment to indi- cate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders. X. Xxxxx USA hereby grants to the Secured Party a security interest in all of Chase USA's right, title and interest in, to and under the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all monies due or to become due with respect to such Receivables, Insurance Proceeds relating to such Receivables, Recoveries, Interchange and the proceeds to any of the foregoing to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued or to be issued pursuant to the Pooling and Servicing Agreement and the interests accrued at the related Certificate Rates, and this Assignment shall constitute a security agreement under applicable law. Chase USA shall execute continuation statements and provide other conveyancefurther assurances to maintain the perfection and priority of such security interest of the Secured Party.

Conveyance of Receivables. By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "“Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, [American Express Credco, ,] any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. Each Transferor further agrees, at its own expense, (a) on or prior to (i) the Substitution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts, and (iii) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to the Trustee pursuant to this Agreement for the benefit of the Certificateholders (or conveyed to such Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in the securitization field of such computer files, in the case of the Initial Accounts, the code “F,” “G,” “H,” “I,” “J,” “L,” “M,” “N,” “O,” “P,” “S,” “T” or “V,” or any other related code designations specified at the dates of their designation as “Accounts” under the Original Pooling Agreement and, in the case of Additional Accounts, a similar code designation that shall be specified in the Assignment related thereto, in each case, identifying each such account as an Account and (b) on or prior to (w) the date that is five Business Days after the Substitution Date, in the case of the Initial Accounts, (x) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Additions, (y) the date that is 90 days after the applicable Addition Date, in the case of New Accounts, and (z) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Initial Cut-Off Date, in the case of the Initial Accounts, the applicable Addition Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, its account number and, other than in the case of New Accounts and the Initial Accounts, the aggregate amount outstanding in such Account. Each such file or list, as supplemented, from time to time, to reflect Related Accounts, Transferred Accounts, Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees not to alter the code referenced in this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account. The parties to this Agreement intend that the conveyance of Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferors hereby grant to the Trustee a first priority perfected security interest in all of their right, title and interest, whether now owned or hereafter acquired, in and to the Receivables and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure their obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by RFC II or Centurion Bank in their respective capacities as a “Transferor” under the Original Pooling Agreement or the Amended PSA, as applicable. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Original Pooling Agreement and maintained under the Amended PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Original Pooling Agreement and the Amended PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Original Pooling Agreement or the Amended PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to either Centurion Bank or RFC II in its capacity as a “Transferor” of receivables and related assets under the Original Pooling Agreement or the Amended PSA, as applicable, shall be deemed to be references to RFC III and RFC IV in such capacities hereunder. (d) Subject to clause (f) below, RFC III and RFC IV hereby agree to perform (i) all obligations of Centurion Bank, in its capacity as a “Transferor,” under or in connection with the Original Pooling Agreement (as amended and restated by the Amended PSA), any Supplements to the Original Pooling Agreement and any related Enhancement Agreements and (ii) all obligations of RFC II, in its capacity as a “Transferor,” under or in connection with the Original Pooling Agreement and the Amended PSA, any Supplements to the Original Pooling Agreement and the Amended PSA and any related Enhancement Agreements. (e) To the extent this Agreement requires that certain actions were to be taken as of a date prior to the Substitution Date or the RFC II Removal Date, as applicable, RFC II’s or Centurion Bank’s, as applicable, taking of such action under the Original Pooling Agreement or the Amended PSA, as applicable, shall constitute satisfaction of such requirement. (f) All representations, warranties and covenants of (i) RFC II or Centurion Bank, as applicable, made in Article II of the Original Pooling Agreement and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date and (ii) RFC II made in Article II of the Amended PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the RFC II Removal Date shall remain in full force and effect with respect to RFC II or Centurion Bank, as applicable. (g) If, through inadvertance, negligence or mistake, a Transferor indicates in its computer files that Receivables have been transferred, assigned, set over or otherwise conveyed to the Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit of the Certificateholders, and the Servicer discovers that such Transferor, in fact at the time of such transfer, assignment, set over or conveyance, did not have any right, title or interest in such Receivables, then the Servicer shall cause the computer files of such Transferor to be corrected to reflect that such Receivables have in fact not been transferred and are not Trust Assets. Further, the Servicer shall correct, or cause to be corrected, as appropriate, all computer files and microfiche lists and all accounting entries, if any. The Transferor Amount shall also be adjusted downward by the amount of such Receivables in accordance with Section 3.09(a) and, if following the exclusion of such Receivables from the calculation of the Transferor Amount, the Transferor Amount would be less than the Required Transferor Amount, then the Transferors shall make a deposit into the Special Funding Account in accordance with Section 3.09(a).

Conveyance of Receivables. By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinHolders, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Supplemental Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Addition Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder Holder or any Series Enhancer Enhancement Provider of any obligation of Centurion BankServicer, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Credit Card Originator or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables now in Supplemental Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file or maintain such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment. In connection with such assignment, set-over Transferor further agrees, at its own expense, on or other conveyanceprior to the date of this Assignment, to cause the Credit Card Originator to indicate in the appropriate computer files that Receivables created in connection with the Supplemental Accounts and designated hereby have been conveyed to the Trust pursuant to the Agreement and this Assignment for the benefit of the Holders. Transferor does hereby grant to Trustee a security interest in all of its right, title and interest in and to the Receivables now existing and hereafter created in the Supplemental Accounts, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each (a) Transferor does hereby transfer, assign, set set-over and otherwise convey to the Trustee, on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of Transferor in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby, all monies due and or to become due and all amounts received with respect to thereto (including all of the foregoing Finance Charge Receivables) and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust Insurance Proceeds relating thereto. (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in b) In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, a financing statements (and amendments thereto when applicable) statement with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in Section 9-102 of the UCC meeting the requirements of applicable state law in such manner and in such jurisdictions jurisdiction as are necessary to perfect, and maintain perfect the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and date of the Assignment. (if any additional filing is so necessaryc) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in In connection with such transfer, assignmentTransferor further agrees, set-over at its own expense, on or other conveyanceprior to the date of this Assignment to have FNBO, as Servicer, indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders. (d) The parties intend that the transfer shall be deemed to be a sale, but if, and to the extent that, such transfer is not deemed to be a sale, Transferor shall be deemed hereunder to have granted, and does hereby so grant, to the Trustee a first priority perfected security interest in all of Transferor's right, title and interest in, and under the Receivables now existing and hereafter created and arising in connection with the Additional Accounts, all payments on such Receivables received after the Addition Date, all Insurance Proceeds relating thereto and all proceeds thereof (including recoveries, net of expenses of collection on Defaulted Accounts) and that this Assignment shall constitute a security agreement under applicable law.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby sell, transfer, assign, set over and otherwise convey convey, without recourse except as set forth in the Transfer and Servicing Agreement, to the Trustee, Owner Trustee on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems or insurers. . (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables existing on the Additional Cut-Off Date and thereafter created in Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeOwner Trustee on behalf of the Trust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, setat its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Owner Trustee on behalf of the Trust pursuant to the Agreement and this Assignment. (d) The Transferor does hereby grant to the Owner Trustee on behalf of the Trust a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables of the Additional Accounts existing on the Additional Cut-over Off Date and thereafter created from time to time until the termination of the Trust, all Recoveries related thereto, all monies due or other conveyanceto become due and all amounts received or receivable with respect thereto and all "proceeds" (including "proceeds" as defined in the UCC) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set set-over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersIssuer, without recourse except as provided hereinrecourse, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under interest of the Transferor (i) the Receivables existing at as of the close of business on the Initial Cut-Off DateAddition Date and arising thereafter in each Additional Account designated hereby, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts ii) all monies due or to become due with respect to such Initial AccountsReceivables (including all Finance Charge Receivables), and at the close of business on each Addition Cut-Off Date(iii) all Interchange, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts)Insurance Proceeds, and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereinReceivables, (iv) all monies due Collections on the Receivables, and to become due and (v) all amounts received with respect to all proceeds of any of the foregoing and all proceeds property (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Accountcollectively, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust “Transferred Assets”). (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in b) In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each conveyance, the Transferor agrees to record and file, at its own expense, a financing statement (including any amendments of financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by Receivables existing as of the Addition Date and thereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in the New York UCC meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, perfect and to maintain the perfection of, of the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeIssuer, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating Issuer on or prior to the Initial Accounts, and date of this Assignment. (if any additional filing is so necessaryc) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in In connection with such transfer, assignmentthe Transferor further agrees, set-over at its own expense, on or prior to the date of this Assignment to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Additional Accounts designated hereby and the related Transferred Assets have been transferred to the Issuer pursuant to this Assignment, and pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture. (d) In connection with such transfer, the Additional Accounts shall be identified in the Pool Portfolio Number File with the designation “901”, “902”, “903”, “904” or “905”. (e) The parties hereto intend that each transfer of Transferred Assets and other conveyanceproperty pursuant to this Assignment constitute a sale, and not a secured borrowing, conveying good title, free and clear of any liens, claims, encumbrances or rights of others, from the Transferor to the Issuer. If, and to the extent that, notwithstanding such intent the transfer pursuant to this Assignment is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Issuer a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under (i) the Receivables existing on the Addition Date and arising after the Addition Date in each Additional Account designated hereby, (ii) all moneys due or to become due with respect to such Receivables (including all Finance Charge Receivables), (iii) all Interchange, Insurance Proceeds, and Recoveries allocable to the Receivables, (iv) all Collections on the Receivables, and (v) all proceeds of any of the foregoing property to secure payment of an obligation in the amount of the aggregate Purchase Price paid by the Issuer to the Transferor.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set over over, sell and otherwise convey convey, without recourse except as set forth in the Agreement, to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing in each of the Additional Accounts at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts Date and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all Collections (including Recoveries) and proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables now existing and hereafter created in the Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, setat its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts designated hereby have been conveyed to the Trustee pursuant to the Agreement and this Assignment for the benefit of the Certificateholders by including in the securitization field of such computer files the code “3” or “8,” as applicable, for each such Additional Account. (d) The parties hereto intend that each transfer of Receivables and other property pursuant to this Assignment constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, the Transferor does hereby grant to the Trustee a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables existing in each of the Additional Accounts at the close of business on the Addition Cut-over Off Date and thereafter created from time to time until the termination of the Trust, all monies due or other conveyanceto become due and all amounts received with respect thereto and all Collections (including Recoveries) and proceeds (including Insurance Proceeds and “proceeds” as defined in the UCC) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution (a) In consideration of this Agreementthe Depositor's delivery to or upon the order of the Seller on the Closing Date of $_________________ (the "Purchase Price"), each Transferor the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersDepositor, without recourse except as provided (subject to the obligations of the Seller set forth herein, ) all of its right, title title, and interestinterest of the Seller, whether now owned or hereafter hereinafter acquired, in, to in and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds Property. (including Insurance Proceeds and "proceeds" as defined in the UCCb) thereof. Each Transferor does hereby further The transfer, assign, set over assignment and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries conveyance made hereunder shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Depositor of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller to the Obligors or any other Person in connection with the Accounts Receivables and the other Trust Property or the Receivables or under any agreement agreement, document or instrument relating related thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (c) The foregoing transfer, assignment, set-over Seller and other conveyance the Depositor intend that the transfer of assets by the Seller to the Trust shall Depositor pursuant to this Agreement be made to the Trustee, on behalf a sale of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its ownership interest in such Trust Assets assets to the TrusteeDepositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Trust Property, which security interest shall be perfected and of first priority, and to deliver this Agreement shall constitute a file-stamped copy of each such financing statement or amendment or other evidence of such filing security agreement under applicable law. Pursuant to the Trustee as soon as practicable after Sale and Servicing Agreement and Section 7.04 hereof, the Substitution DateDepositor may sell, in transfer and assign to the case Issuer (i) all or any portion of Trust Assets the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor's rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Depositor in connection with such transfer, assignment, set-over or other conveyancethe transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. By execution of this The Seller, pursuant to the mutually agreed upon terms contained in the Agreement, each Transferor does hereby shall sell, transfer, assign, set over assign and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein(but subject to the Seller's obligations in the Agreement), all of its right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under the Receivables existing at the close of business on the Initial Cut-Off Dateand any proceeds related thereto, including any other items as shall be specified in the case of Receivables arising in Agreement. It is the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination intention of the Trust, all Issuer Rate Fees Seller and Recoveries allocable the Certificateholders (as evidenced by the acceptance of their Certificates) that the transfer and assignment contemplated by the Agreement shall constitute a sale of the Receivables from the Seller to the Trust as provided herein, all monies due and the beneficial interest in and title to become due and all amounts received with respect to all the Receivables shall not be part of the foregoing Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all proceeds filings (including Insurance Proceeds and "proceeds" as defined in filings under the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey necessary in any jurisdiction to the Trustee, on behalf provide third parties with notice of the Trustsale of the Receivables and to perfect such sale under the UCC. In the event the transfer and assignment contemplated by the Agreement is deemed to be other than a sale, the parties intend that all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit filings described in the Collection Account, the Series Accounts and the Special Funding Account, the rights of foregoing paragraph shall give the Trustee on behalf of the Trust a first priority perfected security interest in, to and under this Agreement the related Receivables, and any Supplement, the other property conveyed hereunder and all proceeds of any of the foregoing. The Agreement shall be deemed to be the grant of a security interest from the Seller to the Trustee on behalf of the Trust under any Participation Interest SupplementTrust, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, Trustee on behalf of the TrustTrust shall have all the rights, powers and each reference in this Agreement to privileges of a secured party under the UCC. In such transferevent, assignment, set-over and conveyance shall be construed accordingly. Each Transferor the Seller agrees to record take such action and fileexecute such documents as the Trustee shall request in order fully to realize the benefits of such secured party status, at its own expenseincluding, without limitation, powers of attorneys, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements statements, notices of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over lien or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement instruments or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyancedocuments.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinin the Transfer Agreement, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the close opening of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Addition Date and Transferred Accounts with respect to such Initial Accounts), thereafter created and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust(ii) all Insurance Proceeds, all Issuer Rate Fees Interchange and Recoveries allocable to the Trust as provided hereinsuch Receivables, (iii) all monies due and or to become due and with respect to all of the foregoing, (iv) all amounts received with respect to all of the foregoing foregoing, and (v) all proceeds thereof (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Accountcollectively, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "“Additional Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, any Investor Certificateholder the Indenture Trustee or any Series Enhancer Noteholders of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or the Receivables Additional Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transferEach Additional Account will continue to be owned by BBD and will not be an Additional Trust Asset. (b) If necessary, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, all financing statements (and amendments thereto to such financing statements when applicable) with respect to the Additional Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection and priority of, the transfer, assignment, set-over or other conveyance of its interest in such Additional Trust Assets to the Trustee, Trust and to deliver a file-stamped copy copies of each such financing statement or amendment or other evidence of such filing to the Trust and the Indenture Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in . Neither the case of Trust Assets relating to Additional Accounts. The nor the Indenture Trustee shall be under no any obligation whatsoever to file such financing statements or amendments thereto to statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. (c) The Transferor further agrees, at its own expense, on or prior to the Addition Date, to indicate in the appropriate computer files that all Receivables created in connection with the Additional Accounts and the related Additional Trust Assets have been conveyed to the Trust pursuant to the Transfer Agreement and this Assignment by including as the first three characters in the securitization field of such computer files the code “DRY” and including immediately thereafter the next available sequential number under such code. (d) The parties to this Assignment intend that the conveyance of Additional Trust Assets pursuant to this Assignment constitute an absolute sale, and not a secured borrowing. Nevertheless, this Assignment also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trust a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the Additional Trust Assets, and all proceeds thereof, to secure the Transferor’s obligations hereunder.

Conveyance of Receivables. By execution of this Agreement, each Transferor The Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersDryrock Funding, without recourse except as provided hereinin the Receivables Purchase Agreement, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close opening of business on each applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), ) and in each case thereafter created and arising from time to time in the Additional Accounts (unless such Accounts until the termination of the TrustAdditional Account has become a Removed Account), (ii) all Issuer Rate Fees Collections, Insurance Proceeds, Interchange and Recoveries on or allocable to the Trust as provided hereinsuch Receivables, (iii) all monies due and or to become due and with respect to the foregoing, (iv) all amounts received with respect to all of the foregoing foregoing, and (v) all proceeds thereof (including Insurance Proceeds and "proceeds" as defined in collectively, the UCC) thereof“Additional Purchased Assets”). Each Transferor does hereby further transfer, assign, set over Additional Account will continue to be owned by the Seller and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)will not be an Additional Purchased Asset. Such property, together with all monies and other property on deposit in the Collection AccountIf necessary, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, all financing statements (and amendments thereto to such financing statements when applicable) with respect to the Trust Additional Purchased Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection and priority of, the sale, transfer, assignment, set-over or other conveyance of its interest in such Trust the Additional Purchased Assets to the TrusteeDryrock Funding, and to deliver a file-stamped copy copies of each such financing statement statements or amendment amendments or other evidence of such filing filings to the Trustee Dryrock Funding as soon as is practicable on or after the Substitution Addition Date. The Seller further agrees, in the case of Trust Assets relating at its own expense, on or prior to the Initial AccountsAddition Date to, indicate in its books and records (if any additional filing is so necessaryincluding its computer files) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC that Receivables created in connection with the Additional Accounts and the Additional Purchased Assets have been sold to Dryrock Funding. The Seller agrees that it shall indicate the sale of the Receivables in its computer files by (x) including as the first three characters in the securitization field of such transfercomputer files the code “DRY” and (y) including immediately thereafter the code “001-900.” The Seller further agrees not to alter the code referenced in this paragraph except in accordance with Section 2.01(d) of the Receivables Purchase Agreement. The parties to this Supplemental Conveyance intend that the conveyance of the Seller’s right, assignmenttitle and interest in, setto and under the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from the Seller to Dryrock Funding. It is the intention of the parties to this Supplemental Convenyance that the arrangements with respect to the Additional Purchaesd Assets shall constitute a purchase and sale of the Additional Purchased Assets and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties to this Supplemental Conveyance that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted, and the Seller does hereby grant, to Dryrock Funding a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-over of-credit rights consisting of, arising from or other conveyancerelated to the Additional Purchased Assets, and all proceeds thereof, to secure the Seller’s obligations hereunder.

Conveyance of Receivables. By execution of this Agreement, each (a) Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersIssuer, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under (A) the Receivables existing at the close opening of business on the Initial Cut-Off Certificate Trust Termination Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the TrustIssuer, all Issuer Rate Fees Collections and Recoveries allocable to the Trust Issuer as provided hereinherein and the right to any Enhancement with respect to any Series, in each case together with all monies due and or to become due and all amounts received or receivable with respect to thereto and all proceeds thereof and Insurance Proceeds relating thereto and (B) without limiting the generality of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in or the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trustfollowing, all of its Transferor’s rights, remedies, powers, powers and privileges and claims under or with respect to any related the Receivables Purchase Agreement and (whether arising pursuant to C) all proceeds of any of the terms of such Receivables Purchase Agreement or otherwise)foregoing. Such property, together with all monies and other property on deposit in credited to the Collection Account, the Series Accounts and the Special Excess Funding Account, Account (including any subaccounts of any such account) and the rights of the Trustee on behalf of the Trust Issuer under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries Agreement shall constitute the assets of the Trust Issuer (the "“Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee, any Investor Certificateholder Indenture Trustee or any Series Enhancer Noteholder of any obligation of Centurion Bankany Credit Card Originator, FSBServicer, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Transferor or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each . (b) Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables conveyed by such Transferor existing on the Certificate Trust Termination Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance transfer and assignment of its interest in such Trust Assets Receivables to the TrusteeIssuer, and to deliver a file-file stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 2.01 consist of telephone confirmation of such filing promptly followed by delivery to the Owner Trustee of a file-stamped copy) to Owner Trustee as soon as practicable after the Substitution Certificate Trust Termination Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Receivables arising in any Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfertransfer and assignment. (c) Transferor further agrees, assignmentat its own expense, set-over (i) on or prior to (w) the Certificate Trust Termination Date, (x) the applicable Addition Date, in the case of Additional Accounts and (y) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts owned by FNBO have been conveyed to Issuer pursuant to this Agreement (or conveyed to Transferor or its designee in accordance with Section 2.07, in the case of Removed Accounts) by including in such computer files the code identifying each such Account (or, in the case of Removed Accounts, either by including a code identifying the Removed Accounts or by deleting the code identifying such Account) and (ii) on and prior to the Certificate Trust Termination Date, to deliver to Issuer an initial account schedule, specifying for each such Account, as of the most recent calendar month end, its account number and, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account (the “Account Schedule”). Such Account Schedule, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be in the form of a computer file or tape, hard copy, compact disc or other conveyancetangible medium that is acceptable to Transferor and Issuer and shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the code referenced in clause (i) of this paragraph has been included with respect to any Account, Transferor further agrees not to alter such code during the remaining term of this Agreement unless and until (A) such Account becomes a Removed Account, or (B) Transferor shall have delivered to Issuer at least 30 days’ prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of Issuer in the Receivables and the other Trust Assets to continue to be perfected with the priority required by this Agreement. (d) The parties intend that the transfer made herein shall be deemed to be a sale, but if, and to the extent that, such transfer is not deemed to be a sale, Transferor shall be deemed to have granted, and does hereby so grant, to Issuer, effective on the Certificate Trust Termination Date, a first priority perfected security interest in all of Transferor’s right, title and interest, whether owned on the Certificate Trust Termination Date or thereafter acquired, in, to and under the Receivables and the other Trust Assets conveyed by Transferor, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from or related to the Trust Assets, to secure Transferor’s obligations hereunder, and that this Agreement shall constitute a security agreement under applicable law. (e) On or prior to each Determination Date, Transferor shall cause FNBO to notify Servicer of the amount of Interchange to be included as Collections of Finance Charge Receivables allocable to the Accounts with respect to the Related Monthly Period, which amount shall be equal to the product of: (i) the total amount of Interchange paid or payable to FNBO with respect to such Related Monthly Period; and (ii) a fraction the numerator of which is the volume during the Related Monthly Period of sales net of cash advances on the Accounts and the denominator of which is the amount of sales net of cash advances during the Related Monthly Period on all VISA and MasterCard accounts owned by FNBO. On each Transfer Date, Transferor shall pay to Servicer, or cause FNBO to pay to Servicer, and Servicer shall deposit into the Collection Account for each outstanding Series, in immediately available funds, each Series pro rata share of such Interchange, as specified in the applicable Indenture Supplement.

Conveyance of Receivables. By execution of BVAC acknowledges that the Purchaser intends, pursuant to the Trust and Servicing Agreement, to convey the Receivables and the other Transferred Property, together with its rights under this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the TrusteeTrust on the date hereof and that the Trust intends, on behalf of pursuant to the TrustIndenture, to pledge the Receivables and the other Transferred Property to the Indenture Trustee for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title Noteholders and interest, whether now owned or hereafter acquired, in, to the Insurer. BVAC acknowledges and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect consents to such Initial Accounts), conveyance and at pledge and waives any further notice thereof and covenants and agrees that the close representations and warranties of business on each Addition Cut-Off Date, BVAC contained in the case of Receivables arising in the Additional Accounts (including Related Accounts this Agreement and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf Purchaser hereunder are intended to benefit the Insurer, the Indenture Trustee, the Trust and the Noteholders. In furtherance of the foregoing, BVAC covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Indenture Trustee, the Trust and the Noteholders and that notwithstanding anything to the contrary in this Agreement, BVAC shall be directly liable to the Indenture Trustee and the Trust (notwithstanding any failure by the Servicer or the Purchaser to perform its duties and obligations hereunder or under the Trust and Servicing Agreement) and that the Indenture Trustee may enforce the duties and obligations of BVAC under this Agreement and any Supplementagainst BVAC for the benefit of the Insurer, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyanceNoteholders.

Conveyance of Receivables. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersIssuer, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under (a) the Collateral Certificate, and (b) effective on the Certificate Trust Termination Date, (i) the Receivables existing at the close opening of business on the Initial Cut-Off Certificate Trust Termination Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the TrustIssuer, all Issuer Rate Fees Collections and Recoveries allocable to the Trust Issuer as provided hereinherein and the right to any Enhancement with respect to any Series, in each case together with all monies due and or to become due and all amounts received or receivable with respect to thereto and all proceeds thereof and Insurance Proceeds relating thereto and (ii) without limiting the generality of the foregoing or the following, all of Transferor's rights pursuant to the Receivables Purchase Agreement to receive from the RPA Seller payments made by any Merchant under any Credit Card Processing Agreement on account of amounts received by such Merchant in payment of Receivables ("IN-STORE PAYMENTS") and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)rights. Such property, together with all monies and other property on deposit in credited to the Collection Account, the Series Accounts and the Special Excess Funding Account, Account (including any subaccounts of any such account) and the rights of the Trustee on behalf of the Trust Issuer under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries Agreement shall constitute the assets of the Trust Issuer (the "Trust AssetsTRUST ASSETS"). The foregoing does not constitute and is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee, any Investor Certificateholder Indenture Trustee or any Series Enhancer Noteholder of any obligation of Centurion Bankany Credit Card Originator, FSBServicer, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Transferor or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants merchant banks, merchants, clearance systems or insurers. The foregoing Effective on the Certificate Trust Termination Date, Transferor does hereby further transfer, assignmentassign, set-set over and other conveyance otherwise convey to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance Issuer all of its right, title and interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyanceReceivables Purchase Agreement.

Conveyance of Receivables. By execution of this Agreement, each Transferor A0 Chase USA does hereby transfer, assign, set set-over and otherwise convey to the Trustee, on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of Chase USA in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby, all monies due and or to become due and all amounts received with respect to thereto (including all of the foregoing Finance Charge Receivables) and all proceeds (including of such Receivables, Recoveries, Interchange, Insurance Proceeds relating to such Receivables and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf proceeds of any of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)foregoing. Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in B0 In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Chase USA agrees to record and file, at its own expense, a financing statements (and amendments thereto when applicable) statement with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in Section 9-106 of the UCC as in effect in the State of New York meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case date of Trust Assets relating to Additional Accountsthis Agreement. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in C0 In connection with such transfer, assignmentChase USA further agrees, set-over at its own expense, on or other conveyanceprior to the date of this Assignment to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders. D0 Chase USA hereby grants to the Trustee a security interest in all of Chase USA's right, title and interest in, to and under the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all monies due or to become due with respect to such Receivables, Insurance Proceeds relating to such Receivables, Recoveries, Interchange and the proceeds to any of the foregoing to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued or to be issued pursuant to the Pooling and Servicing Agreement and the interests accrued at the related Certificate Rates, and this Agreement shall constitute a security agreement under applicable law.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set over over, sell and otherwise convey convey, without recourse except as set forth in the Agreement, to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing in each of the Additional Accounts at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts Date and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all Collections (including Recoveries) and proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables now existing and hereafter created in the Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, setat its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts designated hereby have been conveyed to the Trustee pursuant to the Agreement and this Assignment for the benefit of the Certificateholders by including in the securitization field of such computer files the code “DBC” for each such Additional Account. (d) The parties hereto intend that each transfer of Receivables and other property pursuant to this Assignment constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, the Transferor does hereby grant to the Trustee a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables existing in each of the Additional Accounts at the close of business on the Addition Cut-over Off Date and thereafter created from time to time until the termination of the Trust, all monies due or other conveyanceto become due and all amounts received with respect thereto and all Collections (including Recoveries) and proceeds (including Insurance Proceeds and “proceeds” as defined in the UCC) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) The Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersTRS, without recourse except as provided hereinin the Receivables Purchase Agreement, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial New Accounts (including Related Accounts and Transferred Accounts with respect to such Initial New Accounts), and existing at the close of business on each applicable Addition Cut-Off Date, in the case Date of Receivables arising in the Additional Accounts each New Account and thereafter created (including Related Accounts and Transferred Accounts with respect to unless such Additional AccountsNew Account has become a Removed Account), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereinsuch Receivables, all monies due and or to become due and all amounts received or receivable with respect to thereto, all of the foregoing Collections with respect thereto, and all proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereofthereof (collectively, the “Additional Purchased Assets”). Each Transferor does hereby further transferAs purchaser of the Additional Purchased Assets, TRS shall have the right to pledge, assign, set transfer, sell and exercise full control over and otherwise convey all the Additional Purchased Assets, subject to the Trustee, on behalf interests of any subsequent purchaser or assignee of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement Additional Purchased Assets. (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Accountb) If necessary, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries Seller shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to i) record and file, at its own expense, any financing statements (and amendments thereto with respect to such financing statements when applicable) with respect to the Trust Additional Purchased Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfersale of the Additional Purchased Assets TRS, assignment(ii) cause such financing statements and amendments to name the Seller, set-over or other conveyance of its interest in such Trust Assets to the Trusteeas seller, and TRS, as purchaser, of the Additional Purchased Assets and (iii) to deliver a file-stamped copy of each such financing statement statements or amendment amendments or other evidence of such filing filings to the Trustee TRS as soon as is practicable after the Substitution Datefiling. (c) The Seller shall, in the case of Trust Assets relating at its own expense, on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, indicate in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC its books and records (including its computer files) that all Receivables created in connection with the New Accounts and the related Additional Purchased Assets have been sold to TRS pursuant to this Supplemental Conveyance. (d) The parties hereto intend that the conveyance of the Seller’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to TRS. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a purchase and sale of such transferAdditional Purchased Assets and not a loan. In the event, assignmenthowever, set-over that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted, and the Seller does hereby grant, to TRS a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or other conveyancehereafter acquired, in, to and under the Additional Purchased Assets to secure the obligations of the Seller hereunder and under the Receivables Purchase Agreement. (e) To the extent that the Seller retains any interest in the Additional Purchased Assets, the Seller hereby grants to the Trust and the Indenture Trustee a security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of the Seller hereunder and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, each of the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) FIA does hereby transfer, assign, set set-over and otherwise convey to the Trustee, on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of FIA in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby, all monies due and or to become due and all amounts received with respect to thereto (including all of the foregoing Finance Charge Receivables) and all proceeds (including of such Receivables, Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey Recoveries relating to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust proceeds thereof. (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in b) In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor FIA agrees to record and file, at its own expense, a financing statements (and amendments thereto when applicable) statement with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in Section 9-106 of the UCC as in effect in the State of Delaware meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and date of this Agreement. (if any additional filing is so necessaryc) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in In connection with such transfer, assignmentFIA further agrees, setat its own expense, on or prior to the date of this Assignment to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders by identifying such Additional Accounts in the Pool Index File with the designation “1994-over MT”. (d) The parties hereto intend that each transfer of Receivables and other property pursuant to this Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the extent that, notwithstanding such intent the transfer pursuant to this Assignment is not deemed to be a sale, the Seller shall be deemed hereunder to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all moneys due or other conveyanceto become due with respect thereto (including all Finance Charge Receivables) and all proceeds of such Receivables, all Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof, and this Assignment shall constitute a security agreement under applicable law.

Conveyance of Receivables. By execution of this Agreement, each Transferor PFRF does hereby transfer, assign, set over over, and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersSecurityholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under (i) the Receivables existing at the close of business on the Initial Cut-Off Issuance Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees Interchange and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over thereof and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related (ii) each Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)Agreement. Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding AccountAccount and all monies on deposit in any such account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder Securityholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Owner or the Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, VISA, MasterCard or insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance of the Receivables to the Trust. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables conveyed by such the Transferor now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance transfer and assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution first Closing Date, in the case of Trust Assets relating to Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Receivables arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfertransfer and assignment. The Transferor further agrees, assignmentat its own expense, set(a) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to the Trust pursuant to this Agreement for the benefit of the Securityholders (or conveyed to the Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in such computer files the code identifying each such Account and (b) on or prior to (w) the first Closing Date, in the case of the Initial Accounts, (x) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Additions, (y) the date that is 30 days after the applicable Addition Date, in the case of New Accounts, and (z) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver, or cause to be delivered, to the Trustee, a copy of the computer file or microfiche list delivered to the Transferor pursuant to the related Receivables Purchase Agreement, containing a true and complete list of all such Accounts specifying for each such Account, as of the Initial Issuance Date, in the case of the Initial Accounts, the applicable Additional Cut-over Off Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Each such file or list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The Transferor further agrees not to alter the code referenced in this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account. The Transferor hereby grants and transfers to the Trust, for the benefit of the Securityholders, a security interest in all of the Transferor's right, title and interest in, to and under the Receivables and all other conveyanceTrust Assets, to secure a loan in an amount equal to the unpaid principal amount of the Investor Securities issued hereunder or to be issued pursuant to this Agreement and the interest accrued at the related Security Rate, and agrees that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) The Seller does hereby sell, transfer, assign, set over and otherwise convey convey, without recourse (except as expressly provided in the Agreement), to the TrusteeTrust, all of its right, title and interest in, to and under the Receivables in such Additional Accounts and all Collateral Security with respect thereto owned by the Seller and existing at the close of business on behalf the Additional Cut-Off Date and thereafter created from time to time until the termination of the Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds (including Recoveries) thereof. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute, and is not intended to result in the creation or an assumption by the Trust, the Owner Trustee, the Trustee, any Agent, any Noteholder or any Enhancement Provider of any obligation of the Servicer, the Seller, DCS, DaimlerChrysler or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers. (b) In connection with such sale, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of "tangible chattel paper", "accounts" or "payment intangibles" (each as defined in Section 9-102 of the UCC as in effect in the relevant jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to the Trust, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Trustee on or prior to the Addition Date. The Trustee shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sales. (c) In connection with such sale, the Seller further agrees, at its own expense, on or prior to the Addition Date, to indicate in its computer files that the Receivables created in connection with the Additional Accounts designated hereby have been sold and the Collateral Security assigned to the Trust pursuant to this Assignment, and pledged by the Trust to the Trustee for the benefit of the CertificateholdersNoteholders and the other Secured Parties pursuant to the Indenture. (d) The parties hereto intend that the transfers of Receivables and related Collateral Security effected by this Assignment be sales. Nevertheless, without recourse except as if such transfers are deemed to be transfers for security, then this Assignment also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Seller provided herein, for in this Assignment shall also be deemed to be and hereby is a grant by the Seller to the Trust of a security interest in all of its the Seller's right, title and interest, whether now owned or hereafter acquired, in, to and under such Receivables and related Collateral Security. For tax purposes, the Receivables existing at the close of business on the Initial Cut-Off Date, in the case parties hereto intend that all transfers of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims related Collateral Security under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms this Assignment constitute transfers of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions related Collateral Security as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver security for a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyanceloan.

Conveyance of Receivables. By execution of this Agreement, each Agreement ------------------------- the Transferor does hereby transfer, assign, set over transfer and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersTrust from time to time, without recourse (except as specifically provided herein), and without any other formal or other written instrument of assignment, all of its the Transferor's right, title and interest, whether now owned or hereafter acquired, interest in, to and under the (i) all Receivables existing at the close of business on the Initial Cut-Off Date, in the case date of execution hereof and all Receivables arising in the Initial Accounts thereafter generated (including Related Accounts and Transferred Accounts with respect to such Initial Accountsbut excluding Reconveyed Receivables), and at the close of business on each Addition Cut-Off Date(ii) all Related Property, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, iii) all monies due and or to become due and all amounts received with respect to thereto and (iv) all of the foregoing Collections and all other proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of any of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)foregoing. Such property, together with (x) all monies and other property relating to the Receivables on deposit in the Collection Account, the Account and any other Series Accounts and (y) the Special Funding Account, the rights benefits of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries Enhancements shall constitute the assets of the Trust (the "Trust Assets"). Notwithstanding anything to the contrary in this Agreement, ------------- the Trust Assets shall not include proceeds (as defined in the UCC) of returned inventory. The foregoing transfer, assignment and conveyance does not constitute and is not intended to result in the creation creation, or an assumption by the Trust, the Trustee, any Investor Certificateholder Enhancement Provider or any Series Enhancer Investor Certificateholder, of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional TransferorCompuCom, the Servicer Transferor or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems any Obligors or any Affiliate of or other Person to whom the Servicer may delegate servicing duties hereunder or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to In connection with such transfer, assignment, set-over and conveyance shall be construed accordingly. Each the Transferor agrees to record and file, at its own expense, any financing statements (and amendments thereto continuation statements with respect to such financing statements when applicable) required to be filed with respect to the Receivables now existing and hereafter created and the other Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary under the applicable UCC to perfect, perfect the transfer and maintain assignment of the perfection of, Receivables and the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional AccountsTrust. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing filings under the UCC in connection with such transfer, assignment, set-over or other conveyance.

Conveyance of Receivables. By execution of this Agreement, each (a) Transferor does hereby transfer, assign, set set-over and otherwise convey to Issuer, without recourse, except as set forth in the TrusteeAgreement, on behalf of and after the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinAddition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of Transferor in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby[, all monies due and or to become due and all amounts received or receivable with respect to thereto and the proceeds thereof,] (including all of the foregoing Finance Charge Receivables) and all proceeds (including of such Receivables and Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets")relating thereto. The foregoing does not constitute and is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee, Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer Enhancement Provider of any obligation of Centurion BankServicer, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Credit Card Originator or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to . (b) In connection with such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Servicer agrees to record and file, at its own expense, a financing statements statement (and amendments thereto continuation statements, when applicable) with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in Section 9-102 of the UCC meeting the requirements of applicable state law in such manner and in such jurisdictions jurisdiction as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeIssuer, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to Indenture Trustee on or prior to the Trustee as soon as practicable after date of the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and Assignment. (if any additional filing is so necessaryc) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in In connection with such transfer, assignmentServicer further agrees, set-over at its own expense, on or other conveyanceprior to the date of this Assignment to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to Issuer pursuant to the Agreement and this Assignment. (d) The parties intend that the transfer shall be deemed to be a sale, but if, and to the extent that, such transfer is not deemed to be a sale, Transferor shall be deemed hereunder to have granted, and does hereby so grant, to Issuer a first priority perfected security interest in all of Transferor's right, title and interest in, and under the Receivables now existing and hereafter created and arising in connection with the Additional Accounts, all payments on such Receivables received after the Addition Date, all Insurance Proceeds relating thereto and all proceeds thereof (including Recoveries) and this Assignment shall constitute a security agreement under applicable law.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set over and otherwise other- wise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, Trustee without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts, without recourse owned by the Transferor existing at the close of business on the Initial Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement . (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in b) In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Tranferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed Receivables now in Additional Accounts owned by such Transferor the Account Owners, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, set-over at its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts owned by the Account Owners and designated hereby have been conveyed to the Transferor pursuant to the Agreement and this Assignment. (d) The parties hereto intend that each transfer of Receivables and other conveyanceproperty pursuant pursuant to this Assignment constitutes a sale, and not a secured borrowing, for all purposes.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) The Seller does hereby transfer, assign, set ------------------------- over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholdersconvey, without recourse except as provided hereinset forth in the Transfer and Servicing Agreement, to the Issuer, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Notice Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the TrustIssuer, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee, the Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Seller or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants or clearance systems or insurers. systems. (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Additional Accounts existing on the Notice Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeIssuer, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the applicable UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Seller further agrees, set-over at its own expense, on or other conveyanceprior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Issuer pursuant to the Agreement and this Assignment. (d) The Seller does hereby grant to the Issuer a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables in the Additional Accounts existing on the Notice Date and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto, all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing, and all proceeds thereof. This Assignment constitutes a security agreement under the applicable UCC.

Conveyance of Receivables. By execution of this AgreementThe Transferor hereby transfers, each Transferor does hereby transferassigns, assignsets over, set over and otherwise convey conveys to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinrecourse, all of its the Transferor’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing at the close of business on the Initial Cut-Off Amendment Closing Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and all related Transferred Accounts with respect to such Initial Accounts), and at the close of business on each the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and all related Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all Interchange allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all proceeds of the foregoing and all proceeds (including such Receivables, Insurance Proceeds and "proceeds" as defined in Recoveries relating to such Receivables and the UCC) proceeds thereof. Each The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf Trustee all of the Trust, all of its Transferor’s rights, remedies, powers, privileges and claims under or with respect to any related the Receivables Purchase Agreement (whether arising pursuant to the terms of such the Receivables Purchase Agreement or otherwiseotherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee. Such propertyThe property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Principal Account, the Finance Charge Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Credit Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "“Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Credit Enhancement Provider of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional the Transferor, the Servicer Servicer, the applicable Account Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants merchant banks, merchants’ clearance systems systems, VISA, MasterCard, American Express or insurers. In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, all financing statements (including any amendments of financing statements and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in the Delaware UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of the assignment of the Receivables to the Trustee, and to deliver a file-stamped copy of such financing statements, amendments of financing statements or continuation statements or other evidence of such filings to the Trustee on or prior to the Amendment Closing Date, and in the case of any amendments of financing statements or continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Transferor. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each In connection with such transfer, the Transferor agrees to record and fileagrees, at its own expense, financing statements (and amendments thereto when applicablei) with respect on or prior to (A) the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Amendment Closing Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessaryB) as soon as practicable after the applicable Addition Date, in the case of the Additional Accounts, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts) and the related Trust Assets relating have been transferred to Additional the Trustee pursuant to this Agreement for the benefit of the Certificateholders, and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule. Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computed files) referenced in clause (i) of this paragraph have been indicated with respect to any Account, the Transferor further agrees not to alter such indication during the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. The Transferor further agrees to deliver to the Trustee on a bi-monthly basis, and as promptly as possible after the Trustee may at any time request, an updated Account Schedule, which shall be true and complete and, if so requested by the Trustee, which shall be delivered to the Trustee as promptly as possible after the Trustee may at any time request tracing information with respect to Transferred Accounts. The Accounts shall be identified in the Pool Index File with the designation “1994-MT” and/or “1994MT”, and the Transferor shall not instruct or authorize the applicable Account Owner to alter such file designation with respect to any Account during the term of this Agreement unless and until an Account becomes a Removed Account or a Defaulted Account. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the extent that, notwithstanding such intent, the transfer pursuant to this Section 2.01 is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under the Receivables existing at the close of business on the Amendment Closing Date, in the case of Receivables arising in the Initial Accounts (including all related Transferred Accounts), and at the close of business on the day preceding the related Addition Date, in the case of Receivables arising in the Additional Accounts (including all related Transferred Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all moneys due or to become due with respect to such Receivables (including all Finance Charge Receivables), all proceeds of such Receivables and all Insurance Proceeds and Recoveries relating to such Receivables and all proceeds thereof and all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Transferor, the Trustee shall cause Certificates in authorized denominations evidencing interests in the Trust to be under no obligation whatsoever duly authenticated and delivered to file such financing statements or amendments upon the order of the Transferor pursuant to Section 6.02. By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to (i) cancel, release or to make in any other filing way impair the conveyance made by FIA in its capacity as “Seller” under the UCC Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of the Second Amended and Restated Pooling and Servicing Agreement or the Third Amended and Restated Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Pooling and Servicing Agreement, and continuing to exist and be maintained under the Amended and Restated Pooling and Servicing Agreement, and continuing to exist and be maintained under the Second Amended and Restated Pooling and Servicing Agreement, and continuing to exist and be maintained under the Third Amended and Restated Pooling and Servicing Agreement shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Pooling and Servicing Agreement, the Amended and Restated Pooling and Servicing Agreement, the Second Amended and Restated Pooling and Servicing Agreement, or the Third Amended and Restated Pooling and Servicing Agreement, to the extent such Series remain outstanding on the date hereof, shall constitute Series issued and outstanding under this Agreement, and any supplement executed in connection with such transferseries shall constitute a Supplement executed hereunder. (c) All references to the Pooling and Servicing Agreement, assignmentthe Amended and Restated Pooling and Servicing Agreement, set-over the Second Amended and Restated Pooling and Servicing Agreement, or the Third Amended and Restated Pooling and Servicing Agreement in any other conveyanceinstruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to FIA in its capacity as “Seller” of receivables and related assets (i) under the Pooling and Servicing Agreement as successor to MBNA America Bank, National Association and (ii) under the Amended and Restated Pooling and Servicing Agreement shall be deemed to include reference to Funding in its capacity as “Transferor” of receivables and related assets hereunder. (d) Subject to clause (f) below, Funding hereby continues to agree to perform all obligations of FIA, in its capacity as “Seller” (but not as “Servicer”), under or in connection with the Amended and Restated Pooling and Servicing Agreement and any supplements to the Amended and Restated Pooling and Servicing Agreement. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, the applicable parties’ taking of such action under the Pooling and Servicing Agreement, the Amended and Restated Pooling and Servicing Agreement, the Second Amended and Restated Pooling and Servicing Agreement and/or the Third Amended and Restated Pooling and Servicing Agreement shall constitute satisfaction of such requirement. (f) All representations, warranties and covenants of FIA (in its capacity as “Seller” (but not as “Servicer”)) made in the Amended and Restated Pooling and Servicing Agreement and any Assignment of Additional Accounts with respect to Receivables transferred to the Trust prior to the Amendment Closing Date, shall remain in full force and effect. The Trust created by and maintained under the Pooling and Servicing Agreement, and continuing to exist and be maintained under the Amended and Restated Pooling and Servicing Agreement, and continuing to exist and be maintained under the Second Amended and Restated Pooling and Servicing Agreement, the Third Amended and Restated Pooling and Servicing Agreement and this Agreement is named “BA Master Credit Card Trust II” and is separate and distinct from the Transferor, the Servicer, and each Certificateholder. The BA Master Credit Card Trust II was formerly known as the MBNA Master Credit Card Trust II. It is the intention of the parties hereto that the Trust constitute a common law trust (as opposed to a trust created under Chapter 38 of Title 12 of the Delaware Code) under the laws of the State of Delaware and that this Agreement constitute the governing instrument of such Trust. The Trust, and the Trustee on its behalf, shall engage only in Permitted Activities.

Conveyance of Receivables. By execution of this Agreement, each Transferor The Seller does hereby transfer, assign, set over set-over, and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinrecourse, all of its right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables and hereafter created and arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts (other than Receivables in Additional Accounts), all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all proceeds of such Receivables, Insurance Proceeds and Recoveries relating to such Receivables and the proceeds thereof. In connection with such transfer, assignment, set-over and conveyance, the Seller agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in the UCC as in effect in the State of Delaware) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or under continuation statement or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee on or prior to the date of issuance of the Certificates, and in the case of any agreement or instrument relating theretocontinuation statements filed pursuant to this Section 2.01, including any obligation to Obligors, merchants clearance systems or insurersas soon as practicable after receipt thereof by the Seller. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and fileIn connection with such transfer, the Seller agrees, at its own expense, financing statements on or prior to the Initial Closing Date (i) to indicate in the Pool Index File maintained in its computer files that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders by identifying such Accounts in the Pool Index File with the designation “1994-MT,” and amendments thereto when applicable(ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Receivable balance as of the Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the file designation referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account, a Defaulted Account or a Zero Balance Account. The Seller further agrees to deliver to the Trustee on a bi-monthly basis, and as promptly as possible after the Trustee may at any time request, a computer file or microfiche list containing a true and complete list of all Accounts, each identified by account number, and to deliver to the Trustee as promptly as possible after the Trustee may at any time request tracing information with respect to Transferred Accounts. The Seller shall hold such information with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner Accounts and in such jurisdictions as are necessary Transferred Accounts, prior to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets delivery thereof to the Trustee, in trust for the benefit of the Trustee, on behalf of the Trust. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to deliver the extent that, notwithstanding such intent, the transfer pursuant to this Section 2.01 is not deemed to be a file-stamped copy of each such financing statement or amendment or other evidence of such filing sale, the Seller shall be deemed hereunder to have granted and does hereby grant to the Trustee as soon as practicable after a first priority perfected security interest in all of the Substitution DateSeller’s right, in the case of Trust Assets relating title and interest in, to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all moneys due or to become due with respect to such transferReceivables, assignmentall proceeds of such Receivables and all Insurance Proceeds and Recoveries relating to such Receivables and all proceeds thereof, set-over and this Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Seller, the Trustee shall cause Certificates in authorized denominations evidencing interests in the Trust to be duly authenticated and delivered to or other conveyanceupon the order of the Seller pursuant to Section 6.02. The Trust created by this Agreement is named “BA Master Credit Card Trust II” (formerly known as “MBNA Master Credit Card Trust II”) and is separate and distinct from the Seller, the Servicer, and each Certificateholder. It is the intention of the parties hereto that the Trust constitute a common law trust (as opposed to a trust created under Chapter 38 of Title 12 of the Delaware Code) under the laws of the State of Delaware and that this Agreement constitute the governing instrument of such Trust. The Trust, and the Trustee on its behalf, shall engage only in Permitted Activities.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) The Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersPurchaser, without recourse except as provided hereinin the Receivables Purchase Agreement, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Aggregate Addition Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Aggregate Addition Accounts), and existing at the close of business on each the Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts Date and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trustcreated, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to the Trust as provided hereinsuch Receivables, all monies due and or to become due and all amounts received or receivable with respect to thereto, all of the foregoing Collections with respect thereto, and all proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement thereof (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Accountcollectively, the Series Accounts “Additional Purchased Assets”). (b) In connection with such sale and the Special Funding Accountif necessary, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, one or more financing statements (and amendments thereto with respect to such financing statements when applicable) with respect to the Trust Additional Purchased Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, sale of the transfer, assignment, set-over or other conveyance of its interest in such Trust Additional Purchased Assets to the TrusteePurchaser, and to deliver a file-stamped copy of each such financing statement statements or amendment amendments or other evidence of such filing to the Trustee as soon as practicable after Purchaser. (c) In connection with such sale, the Substitution DateSeller further agrees, at its own expense, on or prior to the date of this Supplemental Conveyance, to indicate in the case of Trust appropriate computer files that all Receivables created in connection with the Aggregate Addition Accounts and the related Additional Purchased Assets relating have been conveyed to the Initial AccountsPurchaser pursuant to this Supplemental Conveyance. (d) The parties hereto intend that the conveyance of the Seller’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to the Purchaser. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a purchase and sale of such Additional Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted, and the Seller does hereby grant, to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets to secure the obligations of the Seller hereunder and under the Receivables Purchase Agreement. (if e) To the extent that the Seller retains any additional filing is so necessary) as soon as practicable after the applicable Addition Date, interest in the case Additional Purchased Assets, the Seller hereby grants to the Trustee a security interest in all of Trust Assets relating the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional AccountsPurchased Assets, to secure the performance of all of the obligations of the Seller hereunder, under the Receivables Purchase Agreement and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing also have all of the rights of a secured creditor under the UCC in connection with such transfer, assignment, set-over or other conveyanceUCC.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinin the Pooling and Servicing Agreement, all of the Transferor’s right, title and interest in, to and under (i) the Receivables existing in the Supplemental Accounts at the close of business on the Addition Cut-Off Date and thereafter created from time to time in the Supplemental Accounts until the termination of the Trust, (ii) all Interchange allocable to such Receivables, (iii) all monies and investments due or to become due with respect to all of the foregoing (including, without limitation, the right to any Finance Charge Receivables, any Collections and any Recoveries), and (iv) all proceeds of all of the foregoing (collectively, the “Additional Transferred Assets”). (b) In connection with the foregoing transfer and if necessary, the Transferor agrees to record and file one or more financing statements (and continuation statements or other amendments with respect to such financing statements when applicable) with respect to the Additional Transferred Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfer of the Additional Transferred Assets to the Trustee, and to deliver a file-stamped copy of such financing statements and continuation statements (or other amendments) or other evidence of such filing to the Trustee. (c) In connection with the foregoing transfer, the Transferor further agrees, on or prior to the date of this Assignment, to indicate in its accounting, computer and other records that the Additional Transferred Assets have been transferred to the Trustee pursuant to this Assignment, including by identifying the Supplemental Accounts in its master file maintained in its computer files with the designation portfolio ID 0001. (d) The parties hereto intend that the conveyance of the Transferor’s right, title and interest in and to the Additional Transferred Assets shall constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, if and to the extent that this Assignment is not deemed to be a sale, the Transferor shall be deemed to have granted, and the Transferor does hereby grant, to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at Additional Transferred Assets to secure the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination obligations of the Trust, all Issuer Rate Fees Transferor hereunder and Recoveries allocable to under the Trust as provided herein, all monies due Pooling and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Servicing Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries agrees that this Assignment shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or a security agreement under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyancelaw.

Conveyance of Receivables. By execution of this Agreement, each Transferor X. Xxxxx USA does hereby transfer, assign, set set-over and otherwise convey to the Trustee, Trustee on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of Chase USA in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby, all monies due and or to become due and all amounts received with respect to thereto (including all of the foregoing Finance Charge Receivables) and all proceeds (including of such Receivables, Recoveries, Interchange, Insurance Proceeds relating to such Receivables and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf proceeds of any of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in foregoing. B. In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Chase USA agrees to record and file, at its own expense, a financing statements (and amendments thereto when applicable) statement with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in Section 9-102 of the UCC as in effect in the State of New York meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrustee on behalf of the Trust for the benefit of the Certificateholders (the "Secured Party"), and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after on or prior to the Substitution Datedate of this Assignment. C. It is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject to, and be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be transferred, in whole or in part, by Chase USA pursuant to this Assignment shall be deemed to no longer be the case property, assets or rights of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional AccountsChase USA. The Trustee shall be under no obligation whatsoever to file parties hereto acknowledge and agree that each such financing statements or amendments thereto or to make any other filing under transfer is occurring in connection with a " securitization transaction" within the UCC in meaning of the Delaware Act. D. In connection with such transfer, assignmentChase USA further agrees, set-over at its own expense, on or prior to the date of this Assignment to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders. X. Xxxxx USA hereby grants to the Secured Party a security interest in all of Chase USA's right, title and interest in, to and under the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all monies due or to become due with respect to such Receivables, Insurance Proceeds relating to such Receivables, Recoveries, Interchange and the proceeds to any of the foregoing to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued or to be issued pursuant to the Pooling and Servicing Agreement and the interests accrued at the related Certificate Rates, and this Assignment shall constitute a security agreement under applicable law. Chase USA shall execute continuation statements and provide other conveyancefurther assurances to maintain the perfection and priority of such security interest of the Secured Party.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set over over, sell and otherwise convey convey, without recourse except as set forth in the Agreement, to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing in each of the Additional Accounts at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts Date and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all Collections (including Recoveries) and proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables now existing and hereafter created in the Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, set-over at its own expense, on or other conveyanceprior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts designated hereby have been conveyed to the Trustee pursuant to the Agreement and this Assignment for the benefit of the Certificateholders by including in the securitization field of such computer files the code “AF,” “AG”, “AJ” or “AK,” as applicable, for each such Additional Account.

Conveyance of Receivables. By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "“Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. Each Transferor further agrees, at its own expense, (a) on or prior to (i) the Substitution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts, and (iii) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to the Trustee pursuant to this Agreement for the benefit of the Certificateholders (or conveyed to such Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in the securitization field of such computer files, in the case of the Initial Accounts, the code “F,” “G,” “H,” “I,” “J,” “L,” “M,” “N,” “O,” “P,” “S,” “T” or “V,” or any other related code designations specified at the dates of their designation as “Accounts” under the Original Pooling Agreement and, in the case of Additional Accounts, a similar code designation that shall be specified in the Assignment related thereto, in each case, identifying each such account as an Account and (b) on or prior to (w) the date that is five Business Days after the Substitution Date, in the case of the Initial Accounts, (x) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Additions, (y) the date that is 90 days after the applicable Addition Date, in the case of New Accounts, and (z) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Initial Cut-Off Date, in the case of the Initial Accounts, the applicable Addition Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, its account number and, other than in the case of New Accounts and the Initial Accounts, the aggregate amount of Receivables outstanding in such Account. Each such file or list, as supplemented, from time to time, to reflect Related Accounts, Transferred Accounts, Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees not to alter the code referenced in this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account. The parties to this Agreement intend that the conveyance of Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferors hereby grant to the Trustee a first priority perfected security interest in all of their right, title and interest, whether now owned or hereafter acquired, in and to the Receivables and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit and letter-of-credit rights consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure their obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by (i) RFC II or Centurion Bank in their respective capacities as a “Transferor” under the Original Pooling Agreement or the Amended PSA, as applicable, or (ii) RFC IV in its capacity as a “Transferor under the Amended PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Original Pooling Agreement and maintained under the Amended PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Original Pooling Agreement and the Amended PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Original Pooling Agreement or the Amended PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to any of Centurion Bank, RFC II, RFC III or RFC IV in its capacity as a “Transferor” of receivables and related assets under the Original Pooling Agreement or the Amended PSA, as applicable, shall be deemed to be references to RFC III in such capacity hereunder. (d) Subject to clause (f) below, RFC III hereby agrees to perform (i) all obligations of Centurion Bank, in its capacity as a “Transferor,” under or in connection with the Original Pooling Agreement (as amended and restated by the Amended PSA), any Supplements to the Original Pooling Agreement and any related Enhancement Agreements, (ii) all obligations of RFC II, in its capacity as a “Transferor,” under or in connection with the Original Pooling Agreement and the Amended PSA, any Supplements to the Original Pooling Agreement and the Amended PSA and any related Enhancement Agreements and (iii) all obligations of RFC IV, in its capacity as a “Transferor,” under or in connection with the Amended PSA, any Supplements to the Amended PSA and any related Enhancement Agreements. (e) To the extent this Agreement requires that certain actions were to be taken as of a date prior to the Substitution Date, the RFC II Removal Date or the Bank/RFC Merger Date, as applicable, RFC II’s, Centurion Bank’s or RFC IV’s, as applicable, taking of such action under the Original Pooling Agreement or the Amended PSA, as applicable, shall constitute satisfaction of such requirement. (f) All representations, warranties and covenants of (i) RFC II or Centurion Bank, as applicable, made in Article II of the Original Pooling Agreement and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, (ii) RFC II made in Article II of the Amended PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the RFC II Removal Date or (iii) RFC IV made in Article II of the Amended PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Bank/RFC Merger Date shall remain in full force and effect with respect to RFC II, RFC IV or Centurion Bank, as applicable. (g) In connection with the merger of RFC IV with and into RFC III on the Bank/RFC Merger Date, in accordance with Section 7.02(a)(i) of the Amended PSA, RFC III, as successor by merger to RFC IV, expressly assumes all outstanding representations, warranties and covenants made by RFC IV under the Amended PSA, and the performance of every obligation of RFC IV with respect thereto, each of which shall remain outstanding and in full force and effect as a representation, warranty, covenant or obligation, as applicable, of RFC III under this Agreement. (h) This Agreement does not constitute a novation of (i) any of the obligations arising under or in connection with the Original Pooling Agreement or the Amended PSA or (ii) any security interest granted under or in connection with the Original Pooling Agreement or the Amended PSA. (i) If, through inadvertence, negligence or mistake, a Transferor indicates in its computer files that Receivables have been transferred, assigned, set over or otherwise conveyed to the Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit of the Certificateholders, and the Servicer discovers that such Transferor, in fact at the time of such transfer, assignment, set over or conveyance, did not have any right, title or interest in such Receivables, then the Servicer shall cause the computer files of such Transferor to be corrected to reflect that such Receivables have in fact not been transferred and are not Trust Assets. Further, the Servicer shall correct, or cause to be corrected, as appropriate, all computer files and microfiche lists and all accounting entries, if any. The Transferor Amount shall also be adjusted downward by the amount of such Receivables in accordance with Section 3.09(a) and, if following the exclusion of such Receivables from the calculation of the Transferor Amount, the Transferor Amount would be less than the Required Transferor Amount, then the Transferors shall make a deposit into the Special Funding Account in accordance with Section 3.09(a).

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, Trust for the benefit of the CertificateholdersNoteholders, without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Addition Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees Interchange and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Investor Certificateholder Noteholders, any Supplemental Credit Enhancer or any Series Enhancer Derivative Counterparty of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, VISA, MasterCard or insurers. The foregoing transfer. (b) If necessary, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Additional Accounts existing on the Addition Cut Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such transfers, assignmentthe Transferor further agrees, set-over at its own expense, on or other conveyanceprior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Trust pursuant to this Assignment for the benefit of the Noteholders. (d) The Transferor does hereby grant to the Trust a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables in the Additional Accounts existing on the Addition Cut Off Date and thereafter created, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto, all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing, and all "proceeds" (including "proceeds" as defined in the UCC) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) The Seller does hereby transfer, ------------------------- assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholdersconvey, without recourse except as provided hereinset forth in the Transfer and Servicing Agreement, to the Issuer, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Notice Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the TrustIssuer, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee, the Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Seller or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants or clearance systems or insurers. systems. (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Additional Accounts existing on the Notice Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeIssuer, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Seller further agrees, set-over at its own expense, on or other conveyanceprior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Issuer pursuant to the Agreement and this Assignment. (d) The Seller does hereby grant to the Issuer a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables in the Additional Accounts existing on the Notice Date and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto, all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing, and all proceeds thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) The Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersPurchaser, without recourse except as provided hereinin the Receivables Purchase Agreement, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under (i) the Receivables generated by such Additional Accounts, now existing at the close of business on the Initial Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter hereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereinReceivables Purchase Agreement, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds "proceeds" (including Insurance Proceeds and including, without limitation, "proceeds" as defined in Article 9 of the UCC) thereof. Each Transferor does hereby further transfer, assign, set over thereof and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and ii) the right to receive Interchange and Recoveries shall constitute the assets of the Trust with respect to such Receivables. (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trustb) In connection with such sale, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, one or more financing statements (and amendments thereto continuation statements with respect to such financing statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables, now existing and hereafter created, for the transfer of accounts and general intangibles meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, perfect the sale and maintain assignment of and the perfection of, the transfer, assignment, set-over or other conveyance of its security interest in such Trust Assets the Receivables to the TrusteePurchaser, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after Purchaser. (c) In connection with such sale, the Substitution DateSeller further agrees, at its own expense, on or prior to the date of this Supplemental Conveyance, to indicate in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements appropriate computer files or amendments thereto or to make any other filing under the UCC microfiche list that all Receivables created in connection with such transfer, assignment, set-over or other conveyancethe Additional Accounts designated hereby have been conveyed to the Purchaser pursuant to this Supplemental Conveyance. 4.

Conveyance of Receivables. By execution of this Agreement(a) Transferor hereby transfers, each Transferor does hereby transferassigns, assign, set sets-over and otherwise convey conveys to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersHolders, without recourse except as provided hereinrecourse, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables and hereafter created and arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts (other than Receivables in Additional Accounts), all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables and Recoveries), any collateral securing any such Receivables and Insurance Proceeds relating to such Receivables, and all proceeds of all of the foregoing. (b) In connection with such transfer, assignment, set-over and conveyance, Transferor agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the Receivables now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or under continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing) to Trustee on or prior to the date of issuance of the Certificates (and in the case of any agreement or instrument relating theretocontinuation statements filed pursuant to this Section 2.1, including any obligation to Obligors, merchants clearance systems or insurersas soon as practicable after receipt thereof by Transferor). The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each . (c) In connection with such transfer, Transferor agrees to record and fileagrees, at its own expense, financing statements on or prior to the Initial Closing Date (i) to indicate in its computer files that the Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit of the Holders by identifying such Accounts as those that may be accessed on Transferor's computer files through use of the database code "T" and amendments thereto when applicable(ii) to deliver to Trustee an Account Schedule relating to the initial Accounts, which is hereby incorporated into and made a part of this Agreement. Transferor further agrees, at its own expense, with respect to Automatic Additional Accounts to indicate in its computer files on or prior to the applicable Addition Date that Receivables created in connection with each Automatic Additional Account have been transferred to Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit of the Holders by identifying such Accounts as those that may be accessed on Transferor's computer files through use of the database code "T". Transferor shall not alter the file designations referenced in this subsection 2.1(c) with respect to any Account during the Trust Assets conveyed by term of this Agreement unless and until such Account becomes a Removed Account or a Zero Balance Account. Transferor meeting shall hold the requirements of applicable state law in such manner and in such jurisdictions as are necessary information to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets be provided with respect to the Transferred Accounts, prior to delivery to Trustee, in trust for the benefit of Trustee, on behalf of the Trust. (d) The parties intend that if, and to deliver the extent that, such transfer is not deemed to be a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Datesale, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee Transferor shall be under no obligation whatsoever deemed hereunder to file such financing statements or amendments thereto or have granted to make any other filing Trustee, for the benefit of the Investor Holders, a first priority perfected security interest in all of Transferor's right, title and interest in, to and under the UCC Receivables now existing and hereafter created and arising in connection with the Accounts (other than Receivables in Additional Accounts), all monies due or to become due with respect to such transferReceivables, assignmentany collateral securing any such Receivables and all Insurance Proceeds relating to such Receivables (including all Finance Charge Receivables and Recoveries) and all proceeds of all of the foregoing, set-over that this Agreement shall constitute such a security agreement under applicable law, and that the Transferor Interest shall be deemed to represent Transferor's equity in the collateral granted. Pursuant to the request of Transferor, Trustee shall cause Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or other conveyanceupon the order of Transferor pursuant to Section 6.2.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) The Seller does hereby sell, transfer, assign, set over and otherwise convey convey, without recourse (except as expressly provided in the Agreement), to the TrusteeTrust, all of its right, title and interest in, to and under the Receivables in such Additional Accounts and all Collateral Security with respect thereto owned by the Seller and existing at the close of business on behalf the Additional Cut-Off Date and thereafter created from time to time until the termination of the Trust, all monies due or to become due and all amounts received with respect thereto and all proceeds (including Recoveries) thereof. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute, and is not intended to result in the creation or an assumption by the Trust, the Owner Trustee, the Trustee, any Agent, any Noteholder or any Enhancement Provider of any obligation of the Servicer, the Seller, DCFS, DaimlerChrysler or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers. (b) In connection with such sale, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of "tangible chattel paper", "accounts" or "payment intangibles" (each as defined in Section 9-102 of the UCC as in effect in the relevant jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Collateral Security to the Trust, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Trustee on or prior to the Addition Date. The Trustee shall be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sales. (c) In connection with such sale, the Seller further agrees, at its own expense, on or prior to the Addition Date, to indicate in its computer files that the Receivables created in connection with the Additional Accounts designated hereby have been sold and the Collateral Security assigned to the Trust pursuant to this Assignment, and pledged by the Trust to the Trustee for the benefit of the CertificateholdersNoteholders and the other Secured Parties pursuant to the Indenture. (d) The parties hereto intend that the transfers of Receivables and related Collateral Security effected by this Assignment be sales. Nevertheless, without recourse except as if such transfers are deemed to be transfers for security, then this Assignment also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and the conveyance by the Seller provided herein, for in this Assignment shall also be deemed to be and hereby is a grant by the Seller to the Trust of a security interest in all of its the Seller's right, title and interest, whether now owned or hereafter acquired, in, to and under such Receivables and related Collateral Security. For tax purposes, the Receivables existing at the close of business on the Initial Cut-Off Date, in the case parties hereto intend that all transfers of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims related Collateral Security under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms this Assignment constitute transfers of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions related Collateral Security as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver security for a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyanceloan.

Conveyance of Receivables. By execution of this Agreement, each The Transferor does hereby transfer, assign, set over set-over, and otherwise convey to the Trustee, on behalf of the Trust, Trust for the benefit of the CertificateholdersSecurityholders, without recourse except as provided hereinrecourse, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under (i) the Receivables now existing at and hereafter created and arising in connection with the close Accounts existing as of business on the Initial Cut-Off DateClosing Date and any Additional Accounts, in the case including without limitation, all accounts, general intangibles, chattel paper, contract rights, and other obligations of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts any Obligor with respect to such Initial Accounts)the Receivables, and at the close of business on each Addition Cut-Off Datenow or hereafter existing, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, ii) all monies and investments due and or to become due and all amounts received with respect thereto (including, without limitation, the right to all of the foregoing and any Finance Charge Receivables, including any Recoveries), (iii) all proceeds of such Receivables, (including Insurance Proceeds iv) the Purchase Agreement and "proceeds" as defined in (v) the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Bank Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)extent that it relates to the Receivables. Such property, together with all monies and other property investments on deposit deposit, from time to time, in the Collection Account, the Series Accounts and the Special Excess Funding Account, the rights Series Accounts maintained for the benefit of the Trustee on behalf Securityholders of the Trust any Series of Securities, any Enhancement and all monies available under this Agreement and any SupplementEnhancement, the property conveyed to be provided for any Series for payment to the Trustee on behalf Securityholders of the Trust under any Participation Interest Supplementsuch Series, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (collectively, the "Trust AssetsProperty"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trust, the Trustee or any Investor Securityholder of any obligation of the Transferor, the Servicer, the applicable Credit Card Originator or any other Person in connection with the Receivables or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors, merchant banks, merchant clearance systems, VISA USA, Inc., MasterCard International Incorporated or insurers, or in connection with the Purchase Agreement or the Bank Receivables Purchase Agreement. In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, one or more financing statements (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts, chattel paper or general intangibles (each as defined in Section 9-106 of the UCC as in effect in the Relevant UCC State) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver file-stamped copies of such financing statements or continuation statements or other evidence of such filing (which may, for purposes of this Section 2.1, consist of facsimile confirmation of such filing) to the Trustee on or prior to the date of issuance of the Securities, and in the case of any continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Transferor. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each To the extent that the transfer of the Receivables from the Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions hereunder may be characterized as are necessary to perfect, and maintain the perfection ofa pledge rather than as a sale, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, Transferor hereby grants and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing transfers to the Trustee as soon as practicable after for the Substitution Datebenefit of the Securityholders a first priority perfected security interest in all of the Transferor's right, title and interest in, to and under the Trust Property to secure a loan in the case of Trust Assets relating an amount equal to the Initial Accountsunpaid principal amount of the Investor Securities issued hereunder or to be issued pursuant to this Agreement and the interest accrued thereon at the related Security Rate and to secure all of the Transferor's and Servicer's obligations hereunder, including, without limitation, the Transferor's obligation to transfer Receivables hereafter created or acquired to the Trust (the "Secured Obligations"), and (if any additional filing is so necessary) as soon as practicable after the agrees that this Agreement shall constitute a security agreement under applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyancelaw.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby sell, transfer, assign, set over and otherwise convey convey, without recourse except as set forth in the Transfer and Servicing Agreement, to the Trustee, Owner Trustee on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, Merchants, merchant banks, merchants clearance systems or insurers. . (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables existing on the Additional Cut-Off Date and thereafter created in Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeOwner Trustee on behalf of the Trust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, setat its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Owner Trustee on behalf of the Trust pursuant to the Agreement and this Assignment. (d) The Transferor does hereby grant to the Owner Trustee on behalf of the Trust a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables of the Additional Accounts existing on the Additional Cut-over Off Date and thereafter created from time to time until the termination of the Trust, all Interchange and Recoveries related thereto, all monies due or other conveyanceto become due and all amounts received or receivable with respect thereto and all "proceeds" (including "proceeds" as defined in the UCC) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution (a) In consideration of this Agreementthe Depositor's delivery to or upon the order of the Seller on the Closing Date of $1,050,985,136.76 (the "Purchase Price"), each Transferor the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersDepositor, without recourse except as provided (subject to the obligations of the Seller set forth herein, ) all of its right, title title, and interestinterest of the Seller, whether now owned or hereafter hereinafter acquired, in, to in and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds Property. (including Insurance Proceeds and "proceeds" as defined in the UCCb) thereof. Each Transferor does hereby further The transfer, assign, set over assignment and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries conveyance made hereunder shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Depositor of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller to the Obligors or any other Person in connection with the Accounts Receivables and the other Trust Property or the Receivables or under any agreement agreement, document or instrument relating related thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (c) The foregoing transfer, assignment, set-over Seller and other conveyance the Depositor intend that the transfer of assets by the Seller to the Trust shall Depositor pursuant to this Agreement be made to the Trustee, on behalf a sale of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its ownership interest in such Trust Assets assets to the TrusteeDepositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Trust Property, which security interest shall be perfected and of first priority, and to deliver this Agreement shall constitute a file-stamped copy of each such financing statement or amendment or other evidence of such filing security agreement under applicable law. Pursuant to the Trustee as soon as practicable after Sale and Servicing Agreement and Section 7.04 hereof, the Substitution DateDepositor may sell, in transfer and assign to the case Issuer (i) all or any portion of Trust Assets the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor's rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Depositor in connection with such transfer, assignment, set-over or other conveyancethe transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) The Seller does hereby transfer, ------------------------- assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholdersconvey, without recourse except as provided hereinset forth in the Transfer and Servicing Agreement, to the Issuer, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Notice Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the TrustIssuer, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee, the Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Seller or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants or clearance systems or insurers. systems. (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Additional Accounts existing on the Notice Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeIssuer, and to deliver a file-file- stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Seller further agrees, set-over at its own expense, on or other conveyanceprior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Issuer pursuant to the Agreement and this Assignment. (d) The Seller does hereby grant to the Issuer a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables in the Additional Accounts existing on the Notice Date and thereafter created, all Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto, all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing, and all proceeds thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each Transferor ------------------------- Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersIssuer, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under (a) the Collateral Certificate, and (b) effective on the FCMT Termination Date, the Receivables existing at the close opening of business on the Initial Cut-Off FCMT Termination Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the TrustIssuer, all Issuer Rate Fees Collections and Recoveries allocable to the Trust Issuer as provided herein, the rights to receive certain amounts paid or payable as Interchange (if and to the extent provided for in any Indenture Supplement), all rights to security for any Receivables (including without limitation rights to bank accounts or certificates of deposit pledged as collateral) and the right to any Enhancement with respect to any Series, in each case together with all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including thereof and Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)relating thereto. Such property, together with all monies and other property on deposit in credited to the Collection Account, the Series Accounts and the Special Excess Funding AccountAccount (including any subaccounts of any such account), the rights of the Trustee on behalf of the Trust Issuer under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement Agreement and the right to receive Recoveries shall constitute the assets of the Trust Issuer (the "Trust Assets"). The foregoing does not constitute and ------------ is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee, any Investor Certificateholder the Indenture Trustee or any Series Enhancer Noteholder of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Seller, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants or clearance systems systems. On or insurers. The foregoing transfer, assignment, set-over and other conveyance prior to the Trust Initial Closing Date, Seller shall be made deliver to the TrusteeOwner Trustee a registered certificate representing the Collateral Certificate. On or prior to the FCMT Termination Date, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables conveyed by such Transferor Seller existing on the FCMT Termination Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance transfer and assignment of its interest in such Trust Assets Receivables to the TrusteeIssuer, and to deliver a file-file stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution FCMT Termination Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Receivables arising in Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfertransfer and assignment. Seller further agrees, assignmentat its own expense, set-over on or prior to (x) the FCMT Termination Date, (y) the applicable Addition Date, in the case of Additional Accounts (other conveyancethan Additional Accounts added pursuant to Section 2.6(e)), and -------------- (z) the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to the Issuer pursuant to this Agreement (or conveyed to Seller or its designee in accordance with Section 2.7, in the case of Removed ----------- Accounts) and (b) to deliver to the Owner Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the FCMT Termination Date, the applicable Addition Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Each such file or list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 ---------- to this Agreement and is hereby incorporated into and made a part of this Agreement. If the arrangements with respect to the Receivables hereunder shall constitute a loan and not a purchase and sale of such Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to the Issuer a first priority perfected security interest in all of Seller's right, title and interest, whether owned on the FCMT Termination Date or thereafter acquired, in, to and under the Receivables and the other Trust Assets conveyed by Seller, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the Trust Assets, to secure its obligations hereunder. Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to the Issuer hereby and which are maintained with Seller or of which Seller has possession, shall be so maintained and held by Seller on behalf and for the benefit of the Issuer, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting the Issuer's security interest in bank accounts pledged to Seller, which security interest Seller has transferred to the Issuer hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller by the Issuer of the Issuer's security interest in such bank accounts, and (ii) Seller's acknowledgment of and consent to the Issuer's notice and the Issuer's security interest in such bank accounts.

Conveyance of Receivables. By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersHolders, without recourse except as provided hereinrecourse, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables Addition Date and thereafter created and arising in connection with the Initial Accounts (including Related Accounts and Transferred Accounts Additional Accounts, all monies due or to become due with respect to such Initial AccountsReceivables (including all Finance Charge Receivables and Recoveries), all proceeds of such Receivables and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect Insurance Proceeds relating to such Additional Accounts)Receivables, and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder Holder or any Series Enhancer Credit Enhancement Provider of any obligation of Centurion BankServicer, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in the Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial AccountsAddition Date. The foregoing transfer, assignment, set-over and conveyance to the Trust shall be made to Trustee, on behalf of the Trust, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Dateeach reference in this Assignment to such transfer, in the case of Trust Assets relating to Additional Accountsassignment, set-over and conveyance shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment. In connection with such assignment, set-over Transferor has indicated in its computer files that Receivables created in connection with the Additional Accounts and designated hereby have been transferred to Trustee, on behalf of the Trust, for the benefit of the Holders. The parties intend that if, and to the extent that, such assignment is not deemed to be a sale, Transferor shall be deemed hereunder to have granted to Trustee, on behalf of the Trust, for the benefit of the Investor Holders, a first priority perfected security interest in all of Transferor's right, title and interest in, to and under the Receivables now existing and hereafter created and arising in connection with the Additional Accounts, all monies due or other conveyanceto become due with respect to such Receivables (including all Finance Charge Receivables and Recoveries) and all proceeds thereof, that this Assignment shall constitute such a security agreement under applicable law, and that the Transferor Interest shall be deemed to represent Transferor's equity in the collateral granted.

Conveyance of Receivables. By execution of this Agreement, each Transferor ------------------------- Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersIssuer, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under (a) the Collateral Certificate, and (b) effective on the FCMT Termination Date, the Receivables existing at the close opening of business on the Initial Cut-Off FCMT Termination Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the TrustIssuer, all Issuer Rate Fees Collections and Recoveries allocable to the Trust Issuer as provided herein, the rights to receive certain amounts paid or payable as Interchange (if and to the extent provided for in any Indenture Supplement), all rights to security for any Receivables (including without limitation rights to bank accounts or certificates of deposit pledged as collateral) and the right to any Enhancement with respect to any Series, in each case together with all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including thereof and Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)relating thereto. Such property, together with all monies and other property on deposit in credited to the Collection Account, the Series Accounts and the Special Excess Funding AccountAccount (including any subaccounts of any such account), the rights of the Trustee on behalf of the Trust Issuer under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement Agreement and the right to receive Recoveries shall constitute the assets of the Trust Issuer (the "Trust Assets"). The foregoing does not constitute and ------------ is not intended to result in the creation or assumption by the TrustIssuer, the Owner Trustee, any Investor Certificateholder the Indenture Trustee or any Series Enhancer Noteholder of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Seller, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants or clearance systems systems. On or insurers. The foregoing transfer, assignment, set-over and other conveyance prior to the Trust Initial Closing Date, Seller shall be made deliver to the TrusteeOwner Trustee a registered certificate representing the Collateral Certificate. On or prior to the FCMT Termination Date, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables conveyed by such Transferor Seller existing on the FCMT Termination Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance transfer and assignment of its interest in such Trust Assets Receivables to the TrusteeIssuer, and to deliver a file-file stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution FCMT Termination Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Receivables arising in Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfertransfer and assignment. Seller further agrees, assignmentat its own expense, set-over on or prior to (x) the FCMT Termination Date, (y) the applicable Addition Date, in the case of Additional Accounts (other conveyancethan Additional Accounts added pursuant to Section 2.6(e)), and -------------- (z) the applicable Removal Date, in the case of Removed Accounts, (a) to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to the Issuer pursuant to this Agreement (or conveyed to Seller or its designee in accordance with Section 2.7, in the case of Removed ----------- Accounts) and (b) to deliver to the Owner Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the FCMT Termination Date, the applicable Addition Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Each such file or list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is ---------- hereby incorporated into and made a part of this Agreement. If the arrangements with respect to the Receivables hereunder shall constitute a loan and not a purchase and sale of such Receivables, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to the Issuer a first priority perfected security interest in all of Seller's right, title and interest, whether owned on the FCMT Termination Date or thereafter acquired, in, to and under the Receivables and the other Trust Assets conveyed by Seller, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the Trust Assets, to secure its obligations hereunder. Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to the Issuer hereby and which are maintained with Seller or of which Seller has possession, shall be so maintained and held by Seller on behalf and for the benefit of the Issuer, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting the Issuer's security interest in bank accounts pledged to Seller, which security interest Seller has transferred to the Issuer hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller by the Issuer of the Issuer's security interest in such bank accounts, and (ii) Seller's acknowledgment of and consent to the Issuer's notice and the Issuer's security interest in such bank accounts.

Conveyance of Receivables. By execution (a) Subject to the terms and conditions of this Agreement, each Transferor does the Depositor hereby transfersells, assigntransfers, set over assigns, and otherwise convey conveys to the Trustee, on behalf of the Trust, in trust for the benefit of the Certificateholders, without recourse except as provided herein(but without limitation of its obligations in this Agreement), all of its the right, title and interestinterest of the Depositor in and to the Receivables, whether now owned all monies at any time paid or hereafter acquiredpayable thereon or in respect thereof after the Cut-Off Date (including amounts due on or before the Cut-Off Date but received by the Depositor, in, to and under the Receivables existing at Seller or the close of business on Originators after the Initial Cut-Off Date), an assignment of security interests of the Originators in the case Financed Vehicles, the Insurance Policies and any proceeds from any Insurance Policies relating to the Receivables, the Obligors or the Financed Vehicles, including rebates of Receivables arising in premiums, rights of the Initial Accounts (including Related Accounts and Transferred Accounts Originators against Dealers with respect to such Initial Accounts)the Receivables under the Dealer Agreements and the Dealer Assignments, and at the close of business on each Addition Cut-Off Date, all items contained in the case of Receivables arising Receivable Files, any and all other documents that the Originators keep on file in accordance with their customary procedures relating to the Additional Accounts Receivables, the Obligors or the Financed Vehicles, property (including Related Accounts the right to receive future Liquidation Proceeds) that secures a Receivable and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, that has been acquired by or on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising Trust pursuant to the terms liquidation of such Receivable, and all proceeds of the foregoing. It is the intention of the Depositor and the Seller that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit Trust Property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Depositor's or the Seller's estate in the Collection Accountevent of the filing of a bankruptcy petition by or against the Depositor or the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor or the Seller, the Series Accounts transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of a security interest in the Special Funding Accountproperty referred to in this Section 3.1 for the benefit of the Certificateholders. The execution and delivery of this Agreement shall constitute an acknowledgment by the Depositor, the rights of Seller and the Trustee on behalf of the Trust under this Agreement and any SupplementCertificateholders that they intend to establish (for Federal tax purposes) a trust, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets")rather than an association taxable as a corporation. The foregoing does not constitute powers granted and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference obligations undertaken in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordinglyso as to further such intent. (b) The Depositor hereby directs the Trustee to, and the Trustee does hereby, accept the Trust Property conveyed by the Depositor pursuant to this Section 3. 1. Each Transferor agrees to record The Trustee declares that the Trustee shall hold such Trust Property upon the trusts herein set forth for the benefit of all present and filefuture Certificateholders, at its own expense, financing statements (and amendments thereto when applicable) with respect subject to the Trust Assets conveyed by such Transferor meeting the requirements terms and provisions of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to this Agreement. The Depositor hereby appoints the Trustee as soon as practicable after the Substitution DateDepositor's attorney-in-fact with all power independently to enforce all of the Depositor's rights against the Seller, in the case of Trust Assets relating Originators and [____________________] under the Unaffiliated Seller's Agreement directs the Trustee to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accountsenforce such rights. The Trustee shall be under no obligation whatsoever hereby accepts such appointment and agrees to file enforce such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyancerights.

Conveyance of Receivables. By execution (a) In consideration of this Agreementthe Depositor's delivery to or upon the order of the Seller on the Closing Date of $1,116,934,089.20 (the "Purchase Price"), each Transferor the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersDepositor, without recourse except as provided (subject to the obligations of the Seller set forth herein, ) all of its right, title title, and interestinterest of the Seller, whether now owned or hereafter hereinafter acquired, in, to in and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds Property. (including Insurance Proceeds and "proceeds" as defined in the UCCb) thereof. Each Transferor does hereby further The transfer, assign, set over assignment and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries conveyance made hereunder shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Depositor of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller to the Obligors or any other Person in connection with the Accounts Receivables and the other Trust Property or the Receivables or under any agreement agreement, document or instrument relating related thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (c) The foregoing transfer, assignment, set-over Seller and other conveyance the Depositor intend that the transfer of assets by the Seller to the Trust shall Depositor pursuant to this Agreement be made to the Trustee, on behalf a sale of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its ownership interest in such Trust Assets assets to the TrusteeDepositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be the grant of a security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Trust Property, which security interest shall be perfected and of first priority, and to deliver this Agreement shall constitute a file-stamped copy of each such financing statement or amendment or other evidence of such filing security agreement under applicable law. Pursuant to the Trustee as soon as practicable after Sale and Servicing Agreement and Section 7.04 hereof, the Substitution DateDepositor may sell, in transfer and assign to the case Issuer (i) all or any portion of Trust Assets the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor's rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Depositor in connection with such transfer, assignment, set-over or other conveyancethe transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. By execution of this Agreement(a) On each Sale Date, each Transferor commencing with the date hereof, (i) the Seller shall sell and deliver and does hereby transfersell and deliver to DTAC, assign, set over and otherwise convey to (ii) DTAC does hereby confirm that it shall purchase and does hereby as of such date purchase from the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinSeller, all of its Seller’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables originated by the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business Seller on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such propertydate, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets")Transferred Property relating thereto. The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in In connection with the Accounts or the Receivables or under any agreement or instrument relating theretopurchase and sale of a Receivable hereunder, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and fileSeller agrees, at its own expense, (i) to annotate and indicate on its books and records (including any computer files) that the Receivables were sold and transferred to DTAC pursuant to this Agreement, (ii) to deliver to DTAC (or its assigns) the original Contract duly assigned to DTAC as required by relevant law; (iii) to deliver to or upon the order of DTAC all collections on the Receivables, if any, received since the Sale Date and (iv) deliver to DTAC such other and further documents, including any reconciliations, reasonably required by DTAC. The parties hereto intend that each transfer hereunder be a sale of the Receivables and the other Transferred Property from Seller to the Purchaser and not a financing statements (secured by such property; and amendments thereto when applicable) the beneficial interest in and title to the Receivables and the other Transferred Property shall not be a part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy law. However, if, notwithstanding the intent of Seller and Purchaser, this transaction is deemed to be a financing arrangement, or it is otherwise determined that any conveyance hereunder is for any reason not considered a sale and that the beneficial interest in and title to the Receivables and such other Transferred Property remain part of Seller’s bankruptcy estate, the parties intend that with respect to the Trust Assets conveyed by any such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver Transferred Property this Agreement shall constitute a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing security agreement under the UCC as in connection with such transfereffect in the State of Arizona, assignmentand Seller hereby grants to Purchaser on the terms and conditions in this Agreement a first priority perfected security interest in and against all of Seller’s right, set-over or title and interest in and to the Receivables and the other conveyanceTransferred Property, and other property conveyed hereunder and all proceeds of any of the foregoing.

Conveyance of Receivables. By execution of this Agreement, each Transferor of the Sellers does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing at the close of business on the Initial Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest SupplementAccounts, any Series Enhancement and the right to receive Recoveries certain Interchange attributed to cardholder charges for merchandise and services in the Accounts shall constitute the assets of the Trust (the "“Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bankthe Servicer, FSBCitibank, any Additional Seller, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, VISA, MasterCard, American Express or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees Sellers agree to record and file, at its their own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets the Receivables to the TrusteeTrust, and to deliver a file-file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after on or prior to the Substitution first Closing Date, in the case of Trust Assets relating to Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Receivables arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. The Sellers further agree, assignmentat their own expense, set(a) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created in connection with the Accounts (other than Removed Accounts) have been conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (b) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the date that is ten Business Days after the applicable Addition Date, in the case of Lump Additions, and (z) the date that is 90 days after the applicable Addition Date, in the case of New Accounts, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts (other than Removed Accounts) specifying for each such Account, as of the Trust Cut-over Off Date, in the case of the Initial Accounts, and the applicable Additional Cut-Off Date, in the case of Additional Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The parties hereto intend that each transfer of Receivables and other conveyanceproperty to the Trust pursuant to this Agreement (including each Assignment) constitute a sale, and not a secured borrowing, including under generally accepted accounting principles in effect for reporting periods before November 15, 2009. By executing this Agreement, the parties hereto do not intend to (i) cancel, release or in any way impair the conveyances made by (A) Citibank (South Dakota), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement, (B) Citibank (Nevada), National Association in its capacity as Seller under the Prior Pooling and Servicing Agreement or (C) Citibank, in its capacity as Seller under the Second Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of [(A) the Prior Pooling and Servicing Agreement prior to the execution of the Second Amended and Restated Pooling and Servicing Agreement or (B)] the Second Amended and Restated Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created under the Pooling and Servicing Agreement, dated as of May 29, 1991, between Citibank (South Dakota), National Association, Citibank (Nevada), National Association and the Trustee and maintained under the Prior Pooling and Servicing Agreement and the Second Amended and Restated Pooling and Servicing Agreement shall continue to exist and be maintained under this Agreement. (b) The sale and assignment of Receivables and other Trust Assets from Citibank (South Dakota), National Association, as Seller, Citibank (Nevada), National Association, as Seller and Citibank, as Seller, in each case to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, made prior to the date of this Agreement pursuant to the Prior Pooling and Servicing Agreement and/or the Second Amended and Restated Pooling and Servicing Agreement, as applicable, shall remain in full force and effect. (c) Citibank hereby ratifies, confirms and continues all sales and assignments made and all security interests granted under the Prior Pooling and Servicing Agreement and/or the Second Amended and Restated Pooling and Servicing Agreement, as applicable, prior to the date of this Agreement. (d) All series of investor certificates issued under the Prior Pooling and Servicing Agreement shall constitute Series issued and outstanding under this Agreement, and any supplement executed in connection with such series shall constitute a Supplement executed hereunder. (e) This Agreement is intended to amend, restate and modify the Second Amended and Restated Pooling and Servicing Agreement in its entirety, and, from and after the Amendment Date, all references to the Prior Pooling and Servicing Agreement and/or Second Amended and Restated Pooling and Servicing Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to (i) Citibank (South Dakota), National Association or Citibank (Nevada), National Association in its capacity as Seller of receivables and related assets under the Prior Pooling and Servicing Agreement shall, by operation of law as a result of the Bank Merger (and the merger of Citibank (Nevada), National Association into Citibank (South Dakota)), or (ii) Citibank in its capacity as Seller of receivables and related assets under the Second Amended and Restated Pooling and Servicing Agreement, shall, in each case, as applicable, continue to be deemed to be references to Citibank in its capacity as Seller of receivables and related assets hereunder. (f) By operation of law as a result of the Bank Merger (and the merger of Citibank (Nevada), National Association into Citibank (South Dakota)), Citibank is obligated to perform all of the covenants and obligations of each of Citibank (South Dakota), National Association and Citibank (Nevada), National Association in its capacity as Seller under or in connection with the Prior Pooling and Servicing Agreement and any Supplements to the Prior Pooling and Servicing Agreement including its obligations under Section 7.04. (g) This Agreement shall not constitute a novation and shall in no way adversely affect or impair the effectiveness of the sales and assignments or the priority of the liens granted by the Prior Pooling and Servicing Agreement or the Second Amended and Restated Pooling and Servicing Agreement, as applicable. (h) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the Amendment Date, Citibank (South Dakota)’s (or, if applicable, Citibank (Nevada)’s) or Citibank’s taking of such action under the Prior Pooling and Servicing Agreement or the Second Amended and Restated Pooling and Servicing Agreement, as applicable, shall constitute satisfaction of such requirement.

Conveyance of Receivables. By execution (a) In consideration of this Agreementthe Depositor's delivery to or upon the order of the Seller on the Closing Date of $1,204,494,677 (the "Purchase Price"), each Transferor the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersDepositor, without recourse except as provided (subject to the obligations of the Seller set forth herein, ) all of its right, title title, and interestinterest of the Seller, whether now owned or hereafter hereinafter acquired, in, to in and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds Property. (including Insurance Proceeds and "proceeds" as defined in the UCCb) thereof. Each Transferor does hereby further The transfer, assign, set over assignment and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries conveyance made hereunder shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Depositor of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller to the Obligors or any other Person in connection with the Accounts Receivables and the other Trust Property or the Receivables or under any agreement agreement, document or instrument relating related thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (c) The foregoing transfer, assignment, set-over Seller and other conveyance the Depositor intend that the transfer of assets by the Seller to the Trust shall Depositor pursuant to this Agreement be made to the Trustee, on behalf a sale of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its ownership interest in such Trust Assets assets to the TrusteeDepositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be the grant of a security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Trust Property, which security interest shall be perfected and of first priority, and to deliver this Agreement shall constitute a file-stamped copy of each such financing statement or amendment or other evidence of such filing security agreement under applicable law. Pursuant to the Trustee as soon as practicable after Sale and Servicing Agreement and Section 7.04 hereof, the Substitution DateDepositor may sell, in transfer and assign to the case Issuer (i) all or any portion of Trust Assets the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor's rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Depositor in connection with such transfer, assignment, set-over or other conveyancethe transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. By execution of this Agreement, each Transferor The Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing at the close of business on the Initial Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies moneys due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC, and Recoveries but excluding Insurance Proceeds) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Depositor or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems or insurers. . a. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Depositor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by Receivables now existing thereafter created in such Transferor Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-file stamped copy of each such financing statement or amendment or other evidence of such filing (which, for purposes of this Section 3(b), consists of telephone confirmation of such filing) to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. b. In connection with such sale, assignmentthe Depositor further agrees, set-over at its own expense, on or prior to the date of this Assignment, to indicate clearly and unambiguously in the appropriate computer files that Receivables created in connection with the Additional Accounts designated hereby (other conveyancethan Removed Accounts) have been conveyed to the Trust pursuant to the Agreement and this Assignment for the benefit of the Certificateholders. c. The Depositor does hereby grant to the Trustee a security interest in all of its right, title and interest in, to and under the Receivables now existing and hereafter created in the Additional Accounts designated, all moneys due or to become due and all amounts received with respect thereto and all "proceeds" (including "proceeds" as defined in the UCC and Recoveries, but excluding Insurance Proceeds) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each Transferor a. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of the Seller in and to and under (i) the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts designated hereby, (ii) all monies and investments due or to become due with respect thereto (including Related Accounts and Transferred Accounts with respect to such Additional Accountsall Finance Charge Receivables), and in each case thereafter created from time to time in (iii) all proceeds of such Accounts until the termination of the TrustReceivables, all Issuer Rate Fees and (iv) Recoveries allocable allocated to the Trust as provided herein, all monies due in respect of such Receivables and (v) Interchange related to become due such Receivables and all amounts received with respect allocated to all the Trust pursuant to Section 2.5(k) of the foregoing Pooling and Servicing Agreement and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in . b. In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor the Seller agrees to record and file, at its own expense, a financing statements (and amendments thereto when applicable) statement with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts, as defined in Section 9-106 of the UCC as in effect in the State of New York, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may,for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case date of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in this Assignment. c. In connection with such transfer, assignmentthe Seller further agrees, set-over at its own expense, on or other conveyanceprior to the Addition Date to indicate in its computer files, by including in such computer file or microfiche list the code "3181" in the dependent number field, that the Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholdersconvey, without recourse except as provided hereinset forth in this Assignment and the Agreement, to Buyer, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the following (the “Transferred Property”): the Receivables in such Additional Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Addition Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of Agreement Termination Date (or, if applicable, the TrustSeller Termination Date with respect to such Seller), all Issuer Rate Fees the Collateral Security and Recoveries allocable to the Trust as provided hereinCollections with respect thereto and related Recoveries, together with all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and Insurance Proceeds relating thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets")foregoing. The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Buyer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation under any Financing Agreement, any Floorplan Agreement, or any Participation Agreement, or any obligation to Obligors, merchants clearance systems any Dealer or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor any Manufacturer. (b) Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Additional Accounts existing on the Addition Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance Buyer’s ownership of its interest in such Trust Assets to the TrusteeReceivables, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to Buyer within ten (10) days of the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee Buyer shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, sale and assignment. (c) In connection with such assignment, set-over Seller further agrees, at its own expense, on or other conveyanceprior to the date of this Assignment, to indicate and cause Master Servicer to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to Buyer pursuant to the Agreement and this Assignment. (d) The parties hereto intend that the transfer of the Transferred Property by Seller to Buyer shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller secured by the Transferred Property. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan and not a sale of the Transferred Property, then this Assignment shall constitute a security agreement under applicable law and Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in and to all of Seller’s right, title and interest in, to and under the Transferred Property.

Conveyance of Receivables. By execution of this Agreement, each (a) the Transferor does hereby sell, transfer, assign, set over and otherwise convey convey, without recourse except as set forth in the Transfer and Servicing Agreement, to the Trustee, Owner Trustee on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees Interchange and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, VISA, MasterCard or insurers. . (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables existing on the Additional Cut-Off Date and thereafter created in Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeOwner Trustee on behalf of the Trust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, setat its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Owner Trustee on behalf of the Trust pursuant to the Agreement and this Assignment. (d) The Transferor does hereby grant to the Owner Trustee on behalf of the Trust a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables of the Additional Accounts existing on the Additional Cut-over Off Date and thereafter created from time to time until the termination of the Trust, all Interchange, if any, and Recoveries related thereto, all monies due or other conveyanceto become due and all amounts received or receivable with respect thereto and all “proceeds” (including “proceeds” as defined in the UCC) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this AgreementThe Transferor hereby transfers, each Transferor does hereby transferassigns, assignsets over, set over and otherwise convey conveys to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinrecourse, all of its the Transferor’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing at the close of business on the Initial Cut-Off Amendment Closing Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and all related Transferred Accounts with respect to such Initial Accounts), and at the close of business on each the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and all related Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all Interchange allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all proceeds of the foregoing and all proceeds (including such Receivables, Insurance Proceeds and "proceeds" as defined in Recoveries relating to such Receivables and the UCC) proceeds thereof. Each The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf Trustee all of the Trust, all of its Transferor’s rights, remedies, powers, privileges and claims under or with respect to any related the Receivables Purchase Agreement (whether arising pursuant to the terms of such the Receivables Purchase Agreement or otherwiseotherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee. Such propertyThe property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Principal Account, the Finance Charge Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Credit Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "“Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Credit Enhancement Provider of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional the Transferor, the Servicer Servicer, the applicable Account Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants merchant banks, merchants’ clearance systems systems, VISA, MasterCard, American Express or insurers. In connection with such transfer, assignment, set‑over and conveyance, the Transferor agrees to record and file, at its own expense, all financing statements (including any amendments of financing statements and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in the Delaware UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of the assignment of the Receivables to the Trustee, and to deliver a file‑stamped copy of such financing statements, amendments of financing statements or continuation statements or other evidence of such filings to the Trustee on or prior to the Amendment Closing Date, and in the case of any amendments of financing statements or continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Transferor. The foregoing transfer, assignment, set-over set‑over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over set‑over and conveyance shall be construed accordingly. Each In connection with such transfer, the Transferor agrees to record and fileagrees, at its own expense, financing statements (and amendments thereto when applicablei) with respect on or prior to (A) the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Amendment Closing Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessaryB) as soon as practicable after the applicable Addition Date, in the case of the Additional Accounts, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts) and the related Trust Assets relating have been transferred to Additional the Trustee pursuant to this Agreement for the benefit of the Certificateholders, and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule. Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computed files) referenced in clause (i) of this paragraph have been indicated with respect to any Account, the Transferor further agrees not to alter such indication during the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. The Transferor further agrees to deliver to the Trustee on a bi‑monthly basis, and as promptly as possible after the Trustee may at any time request, an updated Account Schedule, which shall be true and complete and, if so requested by the Trustee, which shall be delivered to the Trustee as promptly as possible after the Trustee may at any time request tracing information with respect to Transferred Accounts. The Accounts shall be identified in the Pool Index File with the designation of either “1994‑MT” or “1994MT”, and the Transferor shall not instruct or authorize the applicable Account Owner to alter such file designation with respect to any Account during the term of this Agreement unless and until an Account becomes a Removed Account or a Defaulted Account. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the extent that, notwithstanding such intent, the transfer pursuant to this Section 2.01 is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under the Receivables existing at the close of business on the Amendment Closing Date, in the case of Receivables arising in the Initial Accounts (including all related Transferred Accounts), and at the close of business on the day preceding the related Addition Date, in the case of Receivables arising in the Additional Accounts (including all related Transferred Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all moneys due or to become due with respect to such Receivables (including all Finance Charge Receivables), all proceeds of such Receivables and all Insurance Proceeds and Recoveries relating to such Receivables and all proceeds thereof and all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Transferor, the Trustee shall cause Certificates in authorized denominations evidencing interests in the Trust to be under no obligation whatsoever duly authenticated and delivered to file such financing statements or amendments upon the order of the Transferor pursuant to Section 6.02. By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to (i) cancel, release or to make in any other filing way impair the conveyance made by FIA in its capacity as “Seller” under the UCC Amended and Restated Pooling and Servicing Agreement or (ii) impair or negate the legal effect of the Second Amended and Restated Pooling and Servicing Agreement or the Third Amended and Restated Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Pooling and Servicing Agreement, and continuing to exist and be maintained under the Amended and Restated Pooling and Servicing Agreement, and continuing to exist and be maintained under the Second Amended and Restated Pooling and Servicing Agreement, and continuing to exist and be maintained under the Third Amended and Restated Pooling and Servicing Agreement shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Pooling and Servicing Agreement, the Amended and Restated Pooling and Servicing Agreement, the Second Amended and Restated Pooling and Servicing Agreement, or the Third Amended and Restated Pooling and Servicing Agreement, to the extent such Series remain outstanding on the date hereof, shall constitute Series issued and outstanding under this Agreement, and any supplement executed in connection with such transferseries shall constitute a Supplement executed hereunder. (c) All references to the Pooling and Servicing Agreement, assignmentthe Amended and Restated Pooling and Servicing Agreement, set-over the Second Amended and Restated Pooling and Servicing Agreement, or the Third Amended and Restated Pooling and Servicing Agreement in any other conveyanceinstruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to FIA in its capacity as “Seller” of receivables and related assets (i) under the Pooling and Servicing Agreement as successor to MBNA America Bank, National Association and (ii) under the Amended and Restated Pooling and Servicing Agreement shall be deemed to include reference to Funding in its capacity as “Transferor” of receivables and related assets hereunder. (d) Subject to clause (f) below, Funding hereby continues to agree to perform all obligations of FIA, in its capacity as “Seller” (but not as “Servicer”), under or in connection with the Amended and Restated Pooling and Servicing Agreement and any supplements to the Amended and Restated Pooling and Servicing Agreement. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, the applicable parties’ taking of such action under the Pooling and Servicing Agreement, the Amended and Restated Pooling and Servicing Agreement, the Second Amended and Restated Pooling and Servicing Agreement and/or the Third Amended and Restated Pooling and Servicing Agreement shall constitute satisfaction of such requirement. (f) All representations, warranties and covenants of FIA (in its capacity as “Seller” (but not as “Servicer”)) made in the Amended and Restated Pooling and Servicing Agreement and any Assignment of Additional Accounts with respect to Receivables transferred to the Trust prior to the Amendment Closing Date, shall remain in full force and effect. The Trust created by and maintained under the Pooling and Servicing Agreement, and continuing to exist and be maintained under the Amended and Restated Pooling and Servicing Agreement, and continuing to exist and be maintained under the Second Amended and Restated Pooling and Servicing Agreement, the Third Amended and Restated Pooling and Servicing Agreement and this Agreement is named “BA Master Credit Card Trust II” and is separate and distinct from the Transferor, the Servicer, and each Certificateholder. The BA Master Credit Card Trust II was formerly known as the MBNA Master Credit Card Trust II. It is the intention of the parties hereto that the Trust constitute a common law trust (as opposed to a trust created under Chapter 38 of Title 12 of the Delaware Code) under the laws of the State of Delaware and that this Agreement constitute the governing instrument of such Trust. The Trust, and the Trustee on its behalf, shall engage only in Permitted Activities.

Conveyance of Receivables. By execution of this Agreement, each (a) The Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholdersconvey, without recourse except as provided hereinset forth in the Transfer and Servicing Agreement, to the Trust, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Designated Accounts existing at the close of business on the Initial Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees Interchange and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, MasterCard(R)1, [and VISA(R)(1)] or insurers. . (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Additional Designated Accounts existing on the Additional Cut-Off Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, setat its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Designated Accounts and designated hereby have been conveyed to the Trust pursuant to the Agreement and this Assignment. (1) MasterCard and Visa are registered trademarks of MasterCard International Incorporated and VISA USA, Inc., respectively. (d) The Transferor does hereby grant to the Trust a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables in the Additional Designated Accounts existing on the Additional Cut-over Off Date and thereafter created, all Interchange and Recoveries related thereto, all monies due or other conveyanceto become due and all amounts received or receivable with respect thereto, all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing, and all "proceeds" (including "proceeds" as defined in the UCC) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each the Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under (i) the Receivables existing at the close of business on the Initial Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time and arising in such the Initial Accounts and the Receivables existing on each applicable Addition Date and thereafter created from time to time and arising in any Automatic Additional Accounts owned by the Credit Card Originator, and in each case, thereafter created from time to time until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all any of the foregoing and all proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of any of the Trustforegoing, all of its rights(ii) any Merchant Fees and Deferred Billing Fees, remedies, powers, privileges and claims under or with respect to any related (iii) the Receivables Purchase Agreement and (whether arising pursuant to iv) the terms of such Receivables Bank Purchase Agreement or otherwise)Agreement. Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement Series Accounts and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "“Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder Certificateholders or any Series Enhancer Enhancement Provider of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Credit Card Originator, the Servicer Servicer, the Transferor or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligorsobligors, merchant banks, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Receivables now existing and hereafter created in Accounts and other Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 2.1 consist of telephone confirmation of such filing promptly followed by delivery to the Trustee as soon as practicable after of a file-stamped copy) to the Substitution Trustee on or prior to the initial Closing Date, in the case of Trust Assets relating to such Receivables arising in the Initial Accounts and Automatic Additional Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional such Receivables arising in Supplemental Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transferassignment. The Transferor further agrees, assignmentat its own expense, set(a) on (x) the Automatic Addition Termination Date or any Automatic Addition Suspension Date, in the case of the Initial Accounts and any Additional Accounts designated pursuant hereto prior to such date, (y) the applicable Addition Date, in the case of Supplemental Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created in connection with the Accounts owned by the Credit Card Originator (other than Removed Accounts) have been conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders (or conveyed to the Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including in such computer files the code identifying each such Account (or, in the case of Removed Accounts, either including such a code identifying the Removed Accounts only if the removal occurs prior to the Automatic Addition Termination Date or any Automatic Addition Suspension Date, or subsequent to a Restart Date, or deleting such code thereafter) and (b) on the date referred to in clause (x), (y) or (z) above, as applicable, to deliver to the Trustee a computer file, microfiche list or printed list containing a true and complete list of all such Accounts, specifying for each such Account, as of the Automatic Addition Termination Date or any Automatic Addition Suspension Date, in the case of clause (x) above, the applicable Addition Cut-over Off Date, in the case of Supplemental Accounts, and the Removal Date, in the case of Removed Accounts, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such file or list shall be supplemented from time to time to reflect Supplemental Accounts and Removed Accounts. Once the code referenced in this paragraph has been included with respect to any Account, the Transferor further agrees not to alter such code during the remaining term of this Agreement unless and until (a) such Account becomes a Removed Account, (b) a Restart Date has occurred on which the Transferor starts including Automatic Additional Accounts as Accounts or (c) the Transferor shall have delivered to the Trustee at least 30 days’ prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Receivables and other conveyanceTrust Assets to continue to be perfected with the priority required by this Agreement. The Transferor hereby grants and transfers to the Trustee, for the benefit of the Certificateholders, a security interest in all of the Transferor’s right, title and interest in, to and under the Receivables and all other Trust Assets, to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued hereunder or to be issued pursuant to this Agreement and the interest accrued at the related Certificate Rate, and agrees that this Agreement shall constitute a security agreement under applicable law.

Conveyance of Receivables. By execution of this Agreement, each The Transferor does hereby transfer, assign, set over set-over, and otherwise convey to the Trustee, on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse except as provided hereinrecourse, all of its right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under the Receivables now existing and hereafter created and arising in connection with the Accounts, all monies due or to become due with respect to such Receivables (including Recoveries and amounts, if any, paid by corporate clients as co-obligors under Corporate Card Agreements), all proceeds of such Receivables, Insurance Proceeds relating to such Receivables and the proceeds thereof. In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, a financing statement (including any continuation statements with respect to such financing statement when applicable) with respect to the close Receivables now existing and hereafter created meeting the requirements of business applicable state law in such manner and in such jurisdictions as are necessary to perfect the assignment of the Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or continuation statement or other evidence of such filing (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing) to the Trustee on or prior to the Initial Cut-Off Datedate of issuance of the Certificates, and in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising continuation statements filed pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such propertythis Section 2.1, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption as soon as practicable after receipt thereof by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each In connection with such transfer, the Transferor agrees to record and fileagrees, at its own expense, financing statements on or prior to the Initial Closing Date (i) to indicate in the Master File maintained in its computer files that Receivables created in connection with the Accounts (other than any Additional Accounts) have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders by identifying such Accounts in the Master File with the designation "9001" in the "Secondary Agent Bank" field and amendments thereto when applicable(ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and setting forth the Receivable balance as of the Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The Transferor further agrees not to alter the file designation referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account. The Transferor further agrees to deliver to the Trustee as promptly as possible after the Trustee may at any time request, a computer file or microfiche list containing a true and complete list of all Accounts (including any Additional Accounts), each identified by account number, and to deliver to the Trustee as promptly as possible after the Trustee may at any time request tracing information with respect to Transferred Accounts. The Transferor shall hold such information with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner Accounts and in such jurisdictions as are necessary Transferred Accounts, prior to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets delivery thereof to the Trustee, and to deliver a file-stamped copy in trust for the benefit of each such financing statement or amendment or other evidence the Trustee, on behalf of such filing the Trust. The Transferor does hereby grant, to the Trustee as soon as practicable after a first priority perfected security interest in all of the Substitution DateTransferor's right, in the case of Trust Assets relating title and interest in, to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Receivables now existing and hereafter created and arising in connection with the Accounts, all moneys due or to become due with respect to such transferReceivables (including Recoveries and amounts, assignmentif any, setpaid by corporate clients as co-over obligors under Corporate Card Agreements), all proceeds of such Receivables and all Insurance Proceeds relating to such Receivables and all proceeds thereof to secure the payment of the Investor Certificates of each Series, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Transferor, the Trustee shall cause Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or other conveyanceupon the order of the Transferor pursuant to Section 6.2.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholdersconvey, without recourse except as provided hereinset forth in this Agreement, to Buyer, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables in such Additional Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Addition Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of Agreement Termination Date, the TrustRelated Security and Collections with respect thereto and related Recoveries, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, together with all monies due and or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto, without limiting the generality of the foregoing or the following, all of Seller’s rights to receive payments from any Retailer on account of in-store payments and any other amounts received by such Retailer in payment of Receivables, and all proceeds of all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Accountcollectively, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust “Transferred Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Buyer of any obligation of Centurion Bank, FSBany Originator, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants merchant banks, Retailers, clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor . (b) Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Additional Accounts existing on the Addition Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeBuyer, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to Buyer within ten (10) days of the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee Buyer shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, sale and assignment. (c) In connection with such assignment, set-over Seller further agrees, at its own expense, on or other conveyanceprior to the date of this Assignment, to indicate and cause Servicer to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to Buyer pursuant to the Agreement and this Assignment. (d) The parties hereto intend that each transfer of the Transferred Assets shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller secured by the Transferred Assets. Notwithstanding anything to the contrary set forth in this Section 4(d), if a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan and not a sale, then Seller and Buyer intend that this Assignment shall constitute a security agreement under applicable law and that Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a first priority lien and security interest in and to all of Seller’s right, title and interest in, to and under the Transferred Assets, subject only to Permitted Encumbrances.

Conveyance of Receivables. By execution (a) In consideration of this Agreementthe Depositor's delivery to or upon the order of the Seller on the Closing Date of $1,216,447,791.24 (the "Purchase Price"), each Transferor the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersDepositor, without recourse except as provided (subject to the obligations of the Seller set forth herein, ) all of its right, title title, and interestinterest of the Seller, whether now owned or hereafter hereinafter acquired, in, to in and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds Property. (including Insurance Proceeds and "proceeds" as defined in the UCCb) thereof. Each Transferor does hereby further The transfer, assign, set over assignment and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries conveyance made hereunder shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Depositor of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller to the Obligors or any other Person in connection with the Accounts Receivables and the other Trust Property or the Receivables or under any agreement agreement, document or instrument relating related thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (c) The foregoing transfer, assignment, set-over Seller and other conveyance the Depositor intend that the transfer of assets by the Seller to the Trust shall Depositor pursuant to this Agreement be made to the Trustee, on behalf a sale of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its ownership interest in such Trust Assets assets to the TrusteeDepositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be the grant of a security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Trust Property, which security interest shall be perfected and of first priority, and to deliver this Agreement shall constitute a file-stamped copy of each such financing statement or amendment or other evidence of such filing security agreement under applicable law. Pursuant to the Trustee as soon as practicable after Sale and Servicing Agreement and Section 7.04 hereof, the Substitution DateDepositor may sell, in transfer and assign to the case Issuer (i) all or any portion of Trust Assets the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor's rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Depositor in connection with such transfer, assignment, set-over or other conveyancethe transactions contemplated by the Sale and Servicing Agreement.

Conveyance of Receivables. By execution (a) In consideration of this Agreementthe Depositor's delivery to or upon the order of the Seller on the Closing Date of $[ ] (the "Purchase Price"), each Transferor the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersDepositor, without recourse except as provided (subject to the obligations of the Seller set forth herein, ) all of its right, title title, and interestinterest of the Seller, whether now owned or hereafter hereinafter acquired, in, in and to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts Property. (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCCb) thereof. Each Transferor does hereby further The transfer, assign, set over assignment and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries conveyance made hereunder shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Depositor of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller to the Obligors or any other Person in connection with the Accounts Receivables and the other Receivables Property or the Receivables or under any agreement agreement, document or instrument relating related thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (c) The foregoing transfer, assignment, set-over Seller and other conveyance the Depositor intend that the transfer of assets by the Seller to the Trust shall Depositor pursuant to this Agreement be made to the Trustee, on behalf a sale of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its ownership interest in such Trust Assets assets to the TrusteeDepositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Receivables Property, which security interest shall be perfected and of first priority, and this Agreement shall constitute a security agreement under applicable law. Pursuant to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing [the Sale and Servicing Agreement and] Section 7.04 hereof, the Depositor may sell, transfer and assign to the Trustee as soon as practicable after Issuer (i) all or any portion of the Substitution Dateassets assigned to the Depositor hereunder, in (ii) all or any portion of the case Depositor's rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of Trust Assets its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Depositor [in connection with such transfer, assignment, set-over or other conveyancethe transactions contemplated by the Sale and Servicing Agreement].

Conveyance of Receivables. By execution of this The Seller, pursuant to the mutually agreed upon terms contained in the Agreement, each Transferor does hereby shall sell, transfer, assign, set over assign and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein(but subject to the Seller's obligations in the Agreement), all of its right, title and interestinterest in and to the Receivables and any proceeds related thereto, whether now owned including any Dealer Recourse and such other items as shall be specified in the Agreement. It is the intention of the Seller that the transfer and assignment contemplated by the Agreement shall constitute a sale of the Receivables from the Seller to the Trust and the beneficial interest in and title to the Receivables shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or hereafter acquired, in, against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Receivables existing at pursuant to Section 3.01 of the close of business on Agreement and to perfect such sale under the Initial Cut-Off DateUCC. Although the parties to the Agreement intend that the transfer and assignment contemplated by the Agreement be a sale, in the case of Receivables arising event such transfer and assignment is deemed to be other than a sale, the parties intend that all filings described in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of paragraph shall give the Trustee on behalf of the Trust a first priority perfected security interest in, to and under this the Receivables, and other property conveyed under the Agreement and all proceeds of any Supplement, of the property conveyed foregoing. The Agreement shall be deemed to be the grant of a security interest from the Seller to the Trustee on behalf of the Trust under any Participation Interest SupplementTrust, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, Trustee on behalf of the TrustTrust shall have all the rights, powers and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements privileges of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing secured party under the UCC in connection with such transfer, assignment, set-over or other conveyanceUCC.

Conveyance of Receivables. By execution of this Agreement(a) The Seller hereby sells, each Transferor does hereby transfertransfers, assign, set over assigns and otherwise convey conveys to the Trustee, on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title on and interest, whether now owned or hereafter acquired, in, to and under after the Receivables existing at the close of business on the Initial Additional Account Cut-Off Date, all right, title and interest of the Seller in and to the case of Receivables arising in the Initial Accounts (including Related Accounts then existing and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising thereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby, all monies due and or to become due and all amounts received with respect to all of the foregoing and thereto, all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf Article 9 of the Trust, all UCC as in effect in the State of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms New York) of such Receivables Purchase Agreement and Insurance Proceeds, if any, relating thereto. In the event such sale, transfer, assignment or otherwise). Such conveyance is deemed not to constitute a valid transfer and assignment to the Trust of all right, title and interest of SRFG in and to such property, together with all monies and other property on deposit in the Collection Account, Seller does hereby grant to the Series Trust a security interest therein to secure the obligations of Seller under this Assignment of Additional Accounts and the Special Funding AccountPooling and Servicing Agreement. (b) In connection with such sale, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, a financing statements (and amendments thereto when applicable) statement with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the sale of accounts, general intangibles or chattel paper as defined in Article 9 of the UCC as in effect in the State of New York, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, perfect the sale and maintain the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee on or prior to the date of this Assignment. (c) In connection with such sale, the Seller further agrees, at its own expense, on or prior to the date of this Assignment to indicate, or to cause to be indicated, in the computer files of Sears or one of its affiliates, as soon applicable, that Receivables created in connection with the Additional Accounts designated hereby have been sold to the Trustee pursuant to this Assignment for the benefit of the Certificateholders. Sears as practicable after Servicer hereby confirms that the Substitution Datecomputer records of Sears indicate that the Receivables in the Additional Accounts have been transferred to the Trust. (d) The parties intend that if the sale, transfer, assignment or conveyance hereunder is not deemed to be a sale, the Seller shall be deemed hereunder to have granted to the Trustee a first perfected security interest in all of the Seller's right, title and interest in, to and under the Receivables, all payments on such Receivables, and all proceeds if any thereof, and that this Agreement shall constitute a security agreement under applicable law. (e) The conveyance of existing or future Receivables to the Trust, or grant of a security interest therein, under this Assignment shall, in the case of Trust Assets relating Receivables arising under a Credit Agreement that constitutes chattel paper or a part of chattel paper, be deemed to include a conveyance of, or grant of a security interest in, such chattel paper to the Initial Accounts, extent necessary to fully perfect the interest of the Trust and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, Trustee for the benefit of Certificateholders in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyanceReceivables.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) HRAC does hereby sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersCompany, without recourse except as provided hereinin the Receivables Purchase Agreement, all its right, title and interest in, to and under the Receivables generated by such Additional Accounts, existing at the close of business on the Additional Cut-Off Date and thereafter created until termination of the Receivables Purchase Agreement pursuant to Article VIII thereof, all Recoveries with respect to such Accounts, all monies due or to become due and all amounts received or receivable with respect thereto and all “proceeds” (including, without limitation, “proceeds” as defined in Article 9 of the UCC) thereof. (b) In connection with such sale, HRAC agrees to record and file, at its own expense, one or more financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, existing on the Additional Account Cut-Off Date and thereafter created, for the transfer of accounts and general intangibles meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of and the security interest in the Receivables to the Company, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Company. (c) In connection with such sale, HRAC further agrees, at its own expense, on or prior to the date of this Supplemental Conveyance, to indicate in the appropriate computer files or microfiche list that all Receivables created in connection with the Additional Accounts designated hereby have been conveyed to the Company pursuant to this Supplemental Conveyance. (d) The parties hereto intend that the conveyance described in Section 3(a) constitute an absolute sale consistent with the intent expressed in Section 2.01(d) of the Receivables Purchase Agreement. In the event, however, that notwithstanding such intent a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that HRAC shall be deemed to have granted, and HRAC does hereby grant, to the Company a first priority perfected security interest in all of the HRAC’s right, title and interest, whether now owned or hereafter acquired, in, to and under the all Receivables existing at the close of business on the Initial Additional Account Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising Date in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the TrustReceivables Purchase Agreement pursuant to Article VIII thereof, all Issuer Rate Fees and Recoveries allocable with respect to the Trust as provided hereinsuch Accounts, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto, and all proceeds (including Insurance Proceeds and "including, without limitation, “proceeds" ” as defined in Article 9 of the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance.

Conveyance of Receivables. By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf effective as of the TrustAddition Date, for the benefit of the Certificateholders, without recourse except as provided hereinHolders, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Supplemental Accounts existing at as of the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Addition Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder Holder or any Series Enhancer Enhancement Provider of any obligation of Centurion BankServicer, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Credit Card Originator or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and continuation statements and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in the Supplemental Accounts as of the Addition Date, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file or maintain such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, assignment. In connection with such assignment, set-over Transferor further agrees, at its own expense, on or other conveyanceprior to the date of this Assignment, to cause the Credit Card Originator to indicate in the appropriate computer files that Receivables created in connection with the Supplemental Accounts designated hereby have been conveyed to the Trustee pursuant to the Agreement and this Assignment for the benefit of the Holders. Transferor does hereby grant to Trustee a security interest in all of its right, title and interest in and to the Receivables existing as of the Addition Date and thereafter created in the Supplemental Accounts, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution (a) In consideration of this Agreementthe Depositor's delivery to or upon the order of the Seller on the Closing Date of $[___] (the "Purchase Price"), each Transferor the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersDepositor, without recourse except as provided (subject to the obligations of the Seller set forth herein, ) all of its right, title title, and interestinterest of the Seller, whether now owned or hereafter hereinafter acquired, in, in and to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts Property. (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCCb) thereof. Each Transferor does hereby further The transfer, assign, set over assignment and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries conveyance made hereunder shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Depositor of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller to the Obligors or any other Person in connection with the Accounts Receivables and the other Receivables Property or the Receivables or under any agreement agreement, document or instrument relating related thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (c) The foregoing transfer, assignment, set-over Seller and other conveyance the Depositor intend that the transfer of assets by the Seller to the Trust shall Depositor pursuant to this Agreement be made to the Trustee, on behalf a sale of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its ownership interest in such Trust Assets assets to the TrusteeDepositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Receivables Property, which security interest shall be perfected and of first priority, and this Agreement shall constitute a security agreement under applicable law. Pursuant to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing [the Sale and Servicing Agreement and] Section 7.04 hereof, the Depositor may sell, transfer and assign to the Trustee as soon as practicable after Issuer (i) all or any portion of the Substitution Dateassets assigned to the Depositor hereunder, in (ii) all or any portion of the case Depositor's rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of Trust Assets its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Depositor [in connection with such transfer, assignment, set-over or other conveyancethe transactions contemplated by the Sale and Servicing Agreement].

Conveyance of Receivables. By execution of this Agreement, each Agreement ------------------------- the Transferor does hereby transfer, assign, set over transfer and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersTrust from time to time, without recourse (except as specifically provided herein), and without any other formal or other written instrument of assignment, all of its the Transferor's right, title and interest, whether now owned or hereafter acquired, interest in, to and under the (i) all Receivables existing at the close of business on the Initial Cut-Off Date, in the case date of execution hereof and all Receivables arising in the Initial Accounts thereafter generated (including Related Accounts and Transferred Accounts with respect to such Initial Accountsbut excluding Reconveyed Receivables), and at the close of business on each Addition Cut-Off Date(ii) all Related Property, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, iii) all monies due and or to become due and all amounts received with respect to thereto and (iv) all of the foregoing Collections and all other proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of any of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)foregoing. Such property, together with (x) all monies and other property relating to the Receivables on deposit in the Collection Account, the Account and any other Series Accounts and (y) the Special Funding Account, the rights benefits of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries Enhancements shall constitute the assets of the Trust (the "Trust Assets"). Notwithstanding anything to the contrary in this Agreement, the ------------ Trust Assets shall not include proceeds (as defined in the UCC) of returned inventory. The foregoing transfer, assignment and conveyance does not constitute and is not intended to result in the creation creation, or an assumption by the Trust, the Trustee, any Investor Certificateholder Enhancement Provider or any Series Enhancer Investor Certificateholder, of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional TransferorCompuCom, the Servicer Transferor or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems any Obligors or any Affiliate of or other Person to whom the Servicer may delegate servicing duties hereunder or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to In connection with such transfer, assignment, set-over and conveyance shall be construed accordingly. Each the Transferor agrees to record and file, at its own expense, any financing statements (and amendments thereto continuation statements with respect to such financing statements when applicable) required to be filed with respect to the Receivables now existing and hereafter created and the other Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary under the applicable UCC to perfect, perfect the transfer and maintain assignment of the perfection of, Receivables and the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional AccountsTrust. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing filings under the UCC in connection with such transfer, assignment, set-over or other conveyance.

Conveyance of Receivables. By execution of this Agreement, each (a) the Transferor does hereby sell, transfer, assign, set over and otherwise convey convey, without recourse except as set forth in the Transfer and Servicing Agreement, to the Trustee, Owner Trustee on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of such Additional Accounts existing at the close of business on the Initial Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees Interchange and Recoveries allocable to the Trust as provided hereinrelated thereto, all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "“proceeds" ” as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee, any Investor Certificateholder Noteholders or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Transferor or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, VISA, MasterCard or insurers. . (b) The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables existing on the Additional Cut-Off Date and thereafter created in Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust Assets Receivables to the TrusteeOwner Trustee on behalf of the Trust, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Owner Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Owner Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfersale and assignment. (c) In connection with such sale, assignmentthe Transferor further agrees, setat its own expense, on or prior to the date of this Assignment, to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to the Owner Trustee on behalf of the Trust pursuant to the Agreement and this Assignment. (d) The Transferor does hereby grant to the Owner Trustee on behalf of the Trust a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in and to the Receivables of the Additional Accounts existing on the Additional Cut-over Off Date and thereafter created from time to time until the termination of the Trust, all Interchange and Recoveries related thereto, all monies due or other conveyanceto become due and all amounts received or receivable with respect thereto and all “proceeds” (including “proceeds” as defined in the UCC) thereof. This Assignment constitutes a security agreement under the UCC.

Conveyance of Receivables. By execution of this Agreement, each Transferor X. Xxxxx USA does hereby transfer, assign, set set-over and otherwise convey to the Trustee, Trustee on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse except as provided hereinon and after the Addition Date, all of its right, title and interest, whether now owned or hereafter acquired, in, interest of Chase USA in and to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising hereafter created in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided hereindesignated hereby, all monies due and or to become due and all amounts received with respect to thereto (including all of the foregoing Finance Charge Receivables) and all proceeds (including of such Receivables, Recoveries, Interchange, Insurance Proceeds relating to such Receivables and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf proceeds of any of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer or any other Person in foregoing. B. In connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants clearance systems or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Chase USA agrees to record and file, at its own expense, a financing statements (and amendments thereto when applicable) statement with respect to the Trust Assets conveyed by Receivables now existing and hereafter created in the Additional Accounts designated hereby (which may be a single financing statement with respect to all such Transferor Receivables) for the transfer of accounts as defined in Section 9-102 of the UCC as in effect in the State of Delaware meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, the transfer, assignment, set-over or other conveyance assignment of its interest in such Trust Assets Receivables to the TrusteeTrustee on behalf of the Trust for the benefit of the Certificateholders (the “Secured Party”), and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing (which may, for purposes of this Section 3, consist of telephone confirmation of such filing) to the Trustee as soon as practicable after on or prior to the Substitution Datedate of this Assignment. C. It is the intention of the parties hereto that all transfers of Receivables to the Trust pursuant to this Assignment be subject to, and be treated in accordance with, the Delaware Act and each of the parties hereto agrees that this Assignment has been entered into by the parties hereto in express reliance upon the Delaware Act. For purposes of complying with the requirements of the Delaware Act, each of the parties hereto hereby agrees that any property, assets or rights purported to be transferred, in whole or in part, by Chase USA pursuant to this Assignment shall be deemed to no longer be the case property, assets or rights of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional AccountsChase USA. The Trustee shall be under no obligation whatsoever to file parties hereto acknowledge and agree that each such financing statements or amendments thereto or to make any other filing under transfer is occurring in connection with a “securitization transaction” within the UCC in meaning of the Delaware Act. D. In connection with such transfer, assignmentChase USA further agrees, set-over at its own expense, on or prior to the date of this Assignment to indicate in its computer files that Receivables created in connection with the Additional Accounts designated hereby have been transferred to the Trust pursuant to this Assignment for the benefit of the Certificateholders. X. Xxxxx USA hereby grants to the Secured Party a security interest in all of Chase USA’s right, title and interest in, to and under the Receivables now existing and hereafter created in the Additional Accounts designated hereby, all monies due or to become due with respect to such Receivables, Insurance Proceeds relating to such Receivables, Recoveries, Interchange and the proceeds to any of the foregoing to secure a loan in an amount equal to the unpaid principal amount of the Investor Certificates issued or to be issued pursuant to the Pooling and Servicing Agreement and the interests accrued at the related Certificate Rates, and this Assignment shall constitute a security agreement under applicable law. Chase USA shall execute continuation statements and provide other conveyancefurther assurances to maintain the perfection and priority of such security interest of the Secured Party.

Conveyance of Receivables. By execution of this ------------------------- Agreement, each Transferor the Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, Trust for the benefit of the Certificateholders, without recourse (except as specifically provided herein), all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables now existing at the close of business on the Initial Cut-Off Date, in the case of Receivables and hereafter created and arising in connection with the Initial Accounts (including Related Accounts and Transferred any other Accounts with respect to such Initial Accounts), and at that meet the close definition of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Automatic Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of thereto after the foregoing applicable Cut-Off Date or Addition Notice Date, as the case may be, and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, Account and any other account or accounts maintained for the Series Accounts and the Special Funding Account, the rights benefit of the Trustee on behalf of the Trust under this Agreement Certificateholders and any Supplement, the property conveyed to the Trustee on behalf of the Trust available under any Participation Interest Supplement, Enhancement to be provided by an Enhancement Provider for any Series Enhancement and the right for payment to receive Recoveries Certificateholders shall constitute the assets of the Trust (the "Trust Assets"). The foregoing transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the a creation or an assumption by the Trust, the Trustee, Trustee or any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferorthe Servicer, the Servicer Seller or any other Person in connection with the Accounts or Accounts, the Receivables or under any agreement or instrument relating thereto, including including, without limitation, any obligation to Obligorsany obligors, merchant banks, merchants clearance systems systems, VISA USA, Inc., MasterCard International Incorporated or insurers. The foregoing transferIn connection with such conveyance, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor Seller agrees to record and file, at its own expense, any financing statements (and amendments thereto continuation statements with respect to such financing statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables now existing and hereafter created for the transfer of accounts meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, perfect the transfer and maintain assignment of the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-stamped copy of each such financing statement or amendment statements or other evidence of such filing filings to the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating on or prior to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after date of issuance of the applicable Addition Date, in the case of Trust Assets relating to Additional AccountsCertificates. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing filings under the UCC in connection with such transferconveyance. The Trustee shall be entitled to rely upon the filings made by the Seller. In connection with such conveyance, assignmentthe Seller further agrees, set-over at its own expense, (a) on or other conveyanceprior to the Effective Date to indicate in its books and records that all Receivables created in connection with the Accounts have been conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (b) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Effective Date, (i) its account number, (ii) its collection status, and (iii) the aggregate amount outstanding in such Account. Such file or list shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement.

Conveyance of Receivables. By execution of this AgreementThe Transferor hereby transfers, each Transferor does hereby transferassigns, assignsets over, set over and otherwise convey conveys to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, without recourse except as provided hereinrecourse, all of its the Transferor’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables existing at the close of business on the Initial Cut-Off Amendment Closing Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and all related Transferred Accounts with respect to such Initial Accounts), and at the close of business on each the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and all related Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all Interchange allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all proceeds of the foregoing and all proceeds (including such Receivables, Insurance Proceeds and "proceeds" as defined in Recoveries relating to such Receivables and the UCC) proceeds thereof. Each The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf Trustee all of the Trust, all of its Transferor’s rights, remedies, powers, privileges and claims under or with respect to any related the Receivables Purchase Agreement (whether arising pursuant to the terms of such the Receivables Purchase Agreement or otherwiseotherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee. Such propertyThe property described in the two preceding sentences, together with all monies and other property on deposit in the Collection Principal Account, the Finance Charge Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "“Trust Assets"”). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional the Transferor, the Servicer Servicer, the Account Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants merchant banks, merchants’ clearance systems systems, VISA, MasterCard, American Express or insurers. In connection with such transfer, assignment, set-over and conveyance, the Transferor agrees to record and file, at its own expense, all financing statements (including any amendments of financing statements and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts (as defined in the Delaware UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and to maintain the perfection of the assignment of the Receivables to the Trustee, and to deliver a file-stamped copy of such financing statements, amendments of financing statements or continuation statements or other evidence of such filings to the Trustee on or prior to the Amendment Closing Date, and in the case of any amendments of financing statements or continuation statements filed pursuant to this Section 2.01, as soon as practicable after receipt thereof by the Transferor. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each In connection with such transfer, the Transferor agrees to record and fileagrees, at its own expense, financing statements (and amendments thereto when applicablei) with respect on or prior to (A) the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trustee, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution Amendment Closing Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessaryB) as soon as practicable after the applicable Addition Date, in the case of the Additional Accounts, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts) and the related Trust Assets relating have been transferred to Additional the Trustee pursuant to this Agreement for the benefit of the Certificateholders, and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule. Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computed files) referenced in clause (i) of this paragraph have been indicated with respect to any Account, the Transferor further agrees not to alter such indication during the term of this Agreement unless and until such Account becomes a Removed Account or a Defaulted Account. The Transferor further agrees to deliver to the Trustee on a bi-monthly basis, and as promptly as possible after the Trustee may at any time request, an updated Account Schedule, which shall be true and complete and, if so requested by the Trustee, which shall be delivered to the Trustee as promptly as possible after the Trustee may at any time request tracing information with respect to Transferred Accounts. The Accounts shall be identified in the Pool Index File with the designation “1994-MT”, and the Transferor shall not instruct or authorize the Account Owner to alter such file designation with respect to any Account during the term of this Agreement unless and until an Account becomes a Removed Account or a Defaulted Account. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If, and to the extent that, notwithstanding such intent, the transfer pursuant to this Section 2.01 is not deemed to be a sale, the Transferor shall be deemed hereunder to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under the Receivables existing at the close of business on the Amendment Closing Date, in the case of Receivables arising in the Initial Accounts (including all related Transferred Accounts), and at the close of business on the day preceding the related Addition Date, in the case of Receivables arising in the Additional Accounts (including all related Transferred Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all moneys due or to become due with respect to such Receivables (including all Finance Charge Receivables), all proceeds of such Receivables and all Insurance Proceeds and Recoveries relating to such Receivables and all proceeds thereof and all of the Transferor’s rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including without limitation, the rights of the Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivables Purchase Agreement to the same extent as the Transferor could but for the assignment thereof to the Trustee, and this Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Transferor, the Trustee shall cause Certificates in authorized denominations evidencing interests in the Trust to be under no obligation whatsoever duly authenticated and delivered to file such financing statements or amendments upon the order of the Transferor pursuant to Section 6.02. By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to (i) cancel, release or to make in any other filing way impair the conveyance made by FIA in its capacity as “Seller” under the UCC Prior Pooling and Servicing Agreement or (ii) impair or negate the legal effect of the Prior Pooling and Servicing Agreement prior to the execution of this Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior Pooling and Servicing Agreement shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior Pooling and Servicing Agreement shall constitute Series issued and outstanding under this Agreement, and any supplement executed in connection with such transferseries shall constitute a Supplement executed hereunder. (c) All references to the Prior Pooling and Servicing Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to FIA in its capacity as “Seller” of receivables and related assets under the Prior Pooling and Servicing Agreement shall be deemed to include reference to Funding in its capacity as “Transferor” of receivables and related assets hereunder. (d) Subject to clause (f) below, assignmentFunding hereby agrees to perform all obligations of FIA, set-over in its capacity as “Seller” (but not as “Servicer”), under or other conveyancein connection with the Prior Pooling and Servicing Agreement (as amended and restated by this Agreement) and any supplements to the Prior Pooling and Servicing Agreement. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, FIA’s taking of such action under the Prior Pooling and Servicing Agreement shall constitute satisfaction of such requirement. (f) All representations, warranties and covenants of FIA made in the Prior Pooling and Servicing Agreement and any Assignment of Additional Accounts with respect to Receivables transferred to the Trust prior to the Amendment Closing Date, shall remain in full force and effect. The Trust created and maintained under the Prior Pooling and Servicing Agreement and continued and maintained under this Agreement is named “BA Master Credit Card Trust II” and is separate and distinct from the Transferor, the Servicer, and each Certificateholder. The BA Master Credit Card Trust II is formerly known as the MBNA Master Credit Card Trust II. It is the intention of the parties hereto that the Trust constitute a common law trust (as opposed to a trust created under Chapter 38 of Title 12 of the Delaware Code) under the laws of the State of Delaware and that this Agreement constitute the governing instrument of such Trust. The Trust, and the Trustee on its behalf, shall engage only in Permitted Activities.

Conveyance of Receivables. By execution of this Agreement, each Transferor (a) Seller does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the Certificateholdersconvey, without recourse except as provided hereinset forth in this Assignment and the Agreement, to Buyer, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the following (the "Transferred Property"): the Receivables in such Additional Accounts existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Addition Date and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of Agreement Termination Date (or, if applicable, the TrustSeller Termination Date with respect to such Seller), all Issuer Rate Fees the Collateral Security and Recoveries allocable to the Trust as provided hereinCollections with respect thereto and related Recoveries, together with all monies due and or to become due and all amounts received or receivable with respect to all of the foregoing thereto and Insurance Proceeds relating thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets")foregoing. The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Buyer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller or any other Person in connection with the Accounts or the Transferred Receivables or under any agreement or instrument relating thereto, including any obligation under any Financing Agreement, any Floorplan Agreement, or any Participation Agreement, or any obligation to Obligors, merchants clearance systems any Dealer or insurers. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor any Manufacturer. (b) Seller agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets conveyed by such Transferor Receivables in Additional Accounts existing on the Addition Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance Buyer's ownership of its interest in such Trust Assets to the TrusteeReceivables, and to deliver a file-stamped copy of each such financing statement or amendment or other evidence of such filing to Buyer within ten (10) days of the Trustee as soon as practicable after the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee Buyer shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfer, sale and assignment. (c) In connection with such assignment, set-over Seller further agrees, at its own expense, on or other conveyanceprior to the date of this Assignment, to indicate and cause Master Servicer to indicate in the appropriate computer files that Receivables created in connection with the Additional Accounts and designated hereby have been conveyed to Buyer pursuant to the Agreement and this Assignment. (d) The parties hereto intend that the transfer of the Transferred Property by Seller to Buyer shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller secured by the Transferred Property. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transaction provided for herein constitutes a loan and not a sale of the Transferred Property, then this Assignment shall constitute a security agreement under applicable law and Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in and to all of Seller's right, title and interest in, to and under the Transferred Property.

Conveyance of Receivables. By execution of this ------------------------- Agreement, each the Transferor does hereby transfer, assign, set over over, and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersSecurityholders, without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under (i) the Receivables existing at the close of business on the Initial Cut-Off Issuance Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees Inter change and Recoveries allocable to the Trust as provided herein, all monies due and or to become due and all amounts received with respect to all of the foregoing thereto and all proceeds (including Insurance Proceeds and "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over thereof and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related (ii) each Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)Agreement. Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding AccountAccount and all monies on deposit in any such account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder Securityholder or any Series Enhancer of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Owner or the Transferor, the Servicer or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems systems, VISA, MasterCard or insurers. The Obligors shall not be notified in connection with the creation of the Trust of the transfer, assignment, set-over and conveyance of the Receivables to the Trust. The foregoing transfer, assignment, set-over and other conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto continuation statements when applicable) with respect to the Trust Assets Receivables conveyed by such the Transferor now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance transfer and assignment of its interest in such Trust Assets Receivables to the TrusteeTrust, and to deliver a file-file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee as soon as practicable after the Substitution first Closing Date, in the case of Trust Assets relating to Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Receivables arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or amendments thereto or to make any other filing under the UCC in connection with such transfertransfer and assignment. The Transferor further agrees, assignmentat its own expense, set(a) on or prior to (x) the first Closing Date, in the case of the Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with the Accounts have been conveyed to the Trust pursuant to this Agreement for the benefit of the Securityholders (or conveyed to the Transferor or its designee in accordance with Section 2.10, in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in the PORTFOLIO ID field of such computer files the code "17," "18," "19," "20," "21" or "22" identifying each such Account and (b) on or prior to (w) the first Closing Date, in the case of the Initial Accounts, (x) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Additions, (y) the date that is 30 days after the applicable Addition Date, in the case of New Accounts, and (z) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver, or cause to be delivered, to the Trustee, a copy of the computer file or microfiche list delivered to the Transferor pursuant to the related Receivables Purchase Agreement, containing a true and complete list of all such Accounts specifying for each such Account, as of the Initial Issuance Date, in the case of the Initial Accounts, the applicable Additional Cut-over Off Date in the case of Additional Accounts, and the applicable Removal Date in the case of Removed Accounts, its account number and, other than in the case of New Accounts, the aggregate amount outstand ing in such Account and the aggregate amount of Principal Receivables outstanding in such Account, it being understood that the delivery of any such computer file or microfiche list by or on behalf of PFRF before the date hereof shall constitute compliance by the Transferor with the delivery requirements of this paragraph. Each such file or list, as supplemented, from time to time, to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The Transferor further agrees not to alter the code referenced in this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account. The Transferor hereby grants and transfers to the Trust, for the benefit of the Securityholders, a security interest in all of the Transferor's right, title and interest in, to and under the Receivables and all other conveyanceTrust Assets, to secure a loan in an amount equal to the unpaid principal amount of the Investor Securities issued hereunder or to be issued pursuant to this Agreement and the interest accrued at the related Security Rate, and agrees that this Agreement shall constitute a security agreement under applicable law. The parties hereto hereby acknowledge their intent to treat the transaction contemplated hereby as a sale, and not as a secured borrowing, for accounting purposes.

Conveyance of Receivables. By execution (a) In consideration of this Agreementthe Depositor's delivery to or upon the order of the Seller on the Closing Date of $1,097,482,196 (the "Purchase Price"), each Transferor the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, for the benefit of the CertificateholdersDepositor, without recourse except as provided (subject to the obligations of the Seller set forth herein, ) all of its right, title title, and interestinterest of the Seller, whether now owned or hereafter hereinafter acquired, in, to in and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the close of business on each Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in such Accounts until the termination of the Trust, all Issuer Rate Fees and Recoveries allocable to the Trust as provided herein, all monies due and to become due and all amounts received with respect to all of the foregoing and all proceeds Property. (including Insurance Proceeds and "proceeds" as defined in the UCCb) thereof. Each Transferor does hereby further The transfer, assign, set over assignment and otherwise convey to the Trustee, on behalf of the Trust, all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). Such property, together with all monies and other property on deposit in the Collection Account, the Series Accounts and the Special Funding Account, the rights of the Trustee on behalf of the Trust under this Agreement and any Supplement, the property conveyed to the Trustee on behalf of the Trust under any Participation Interest Supplement, any Series Enhancement and the right to receive Recoveries conveyance made hereunder shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or an assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer Depositor of any obligation of Centurion Bank, FSB, any other Account Owner, American Express Credco, any Transferor, any Additional Transferor, the Servicer Seller to the Obligors or any other Person in connection with the Accounts Receivables and the other Trust Property or the Receivables or under any agreement agreement, document or instrument relating related thereto, including any obligation to Obligors, merchants clearance systems or insurers. . (c) The foregoing transfer, assignment, set-over Seller and other conveyance the Depositor intend that the transfer of assets by the Seller to the Trust shall Depositor pursuant to this Agreement be made to the Trustee, on behalf a sale of the Trust, and each reference in this Agreement to such transfer, assignment, set-over and conveyance shall be construed accordingly. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance of its ownership interest in such Trust Assets assets to the TrusteeDepositor, rather than the mere granting of a security interest to secure a borrowing. In the event, however, that such transfer is deemed not to be a sale but to be the grant of a security interest to secure a borrowing, the Seller shall be deemed to have hereby granted to the Depositor a security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Trust Property, which security interest shall be perfected and of first priority, and to deliver this Agreement shall constitute a file-stamped copy of each such financing statement or amendment or other evidence of such filing security agreement under applicable law. Pursuant to the Trustee as soon as practicable after Sale and Servicing Agreement and Section 7.04 hereof, the Substitution DateDepositor may sell, in transfer and assign to the case Issuer (i) all or any portion of Trust Assets the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor's rights against the Seller under this Agreement and (iii) all proceeds thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Initial Accounts, and (if any additional filing is so necessary) as soon as practicable after the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC Depositor in connection with such transfer, assignment, set-over or other conveyancethe transactions contemplated by the Sale and Servicing Agreement.