Common use of Conveyance of Trust Assets Clause in Contracts

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and to become due with respect to all of the foregoing, (vi) all amounts received with respect to all of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to 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). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement 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 or any Noteholder of any obligation of any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. (b) Each Transferor agrees to record and file, at its own expense, financing statements (and amendments to such financing statements 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 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 and the Indenture Trustee as soon as practicable after (i) the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is so necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts or Collateral Certificates. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. (c) Each Transferor further agrees, at its own expense, on or prior to (i) the Execution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts or Collateral Certificates and (iii) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such Accounts and such Collateral Certificates have been conveyed to the Trust pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.14, in the case of Removed Accounts) by including (or deleting, in the case of Removed Accounts) in the securitization field of such computer files the code “E1” or “E2,” as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto. 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. (d) Each Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Accounts, (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the applicable Removal Date, in the case of Removed Accounts, to deliver to the Issuer and the Indenture Trustee one or more computer files or microfiche lists 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, as of the applicable Addition Cut Off Date, in the case of Additional Accounts, and as of the applicable Removal Date, in the case of Removed Accounts, its account number and the aggregate amount outstanding in such Account. Such computer files or microfiche lists also shall specify that the Receivables arising in each such Account have been transferred to the Trust. Each such file or list, as supplemented from time to time to reflect Related 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. Schedule 1 shall be updated not later than semiannually, beginning April 2012, to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State of New York or the State of Delaware of the related security certificate, endorsed to the Issuer, or in blank by an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificate, and (ii) with respect to each Collateral Certificate in uncertificated form, to cause the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first priority perfected security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets and all proceeds thereof, to secure such Transferor’s obligations hereunder. This Agreement shall constitute a security agreement under applicable law.

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and to become due with respect to all of the foregoing, (vi) all amounts received with respect to all of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to 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). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement 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 or any Noteholder of any obligation of any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. (b) Each Transferor agrees to record and file, at its own expense, financing statements (and amendments to such financing statements 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 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 and the Indenture Trustee as soon as practicable after (i) the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is so necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts or Collateral Certificates. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. (c) Each Transferor further agrees, at its own expense, on or prior to (i) the Execution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts or Collateral Certificates and (iii) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such Accounts and such Collateral Certificates have been conveyed to the Trust pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.14, in the case of Removed Accounts) by including (or deleting, in the case of Removed Accounts) in the securitization field of such computer files the code “E1” or “E2,” as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto. 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. (d) Each Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Accounts, (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Issuer and the Indenture Trustee one or more computer files or microfiche lists 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, as of the applicable Addition Cut Off Date, in the case of Additional Accounts, and as of the applicable Removal Date, in the case of Removed Accounts, its account number and the aggregate amount outstanding in such Account. Such computer files or microfiche lists also shall specify that the Receivables arising in each such Account have been transferred to the Trust. Each such file or list, as supplemented from time to time to reflect Related 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. Schedule 1 shall be updated not later than semiannually, beginning April 2012October 2016, to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State of New York or the State of Delaware of the related security certificate, endorsed to the Issuer, or in blank by an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificate, and (ii) with respect to each Collateral Certificate in uncertificated form, to cause the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first priority perfected security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets and all proceeds thereof, to secure such Transferor’s obligations hereunder. This Agreement shall constitute a security agreement under applicable law. (g) This Agreement does not constitute a novation of (i) any of the obligations arising under or in connection with the Original Transfer Agreement or (ii) any security interest granted under or in connection with the Original Transfer Agreement.

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and to become due with respect to all of the foregoing, (vi) all amounts received with respect to all of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to 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). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement 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 or any Noteholder of any obligation of any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. (b) Each Transferor agrees to record and file, at its own expense, financing statements (and amendments to such financing statements 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 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 and the Indenture Trustee as soon as practicable after (i) the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is so necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts or Collateral Certificates. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. (c) Each Transferor further agrees, at its own expense, on or prior to (i) the Execution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts or Collateral Certificates and (iii) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such Accounts and such Collateral Certificates have been conveyed to the Trust pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.14, in the case of Removed Accounts) by including (or deleting, in the case of Removed Accounts) in the securitization field of such computer files the code “E1” or “E2,” as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto. 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. (d) Each Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Accounts, (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the applicable Removal Date, in the case of Removed Accounts, to deliver to the Issuer and the Indenture Trustee one or more computer files or microfiche lists 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, as of the applicable Addition Cut Off Date, in the case of Additional Accounts, and as of the applicable Removal Date, in the case of Removed Accounts, its account number and the aggregate amount outstanding in such Account. Such computer files or microfiche lists also shall specify that the Receivables arising in each such Account have been transferred to the Trust. Each such file or list, as supplemented from time to time to reflect Related 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. Schedule 1 shall be updated not later than semiannually, beginning April 2012[ ] 201[ ], to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State of New York or the State of Delaware of the related security certificate, endorsed to the Issuer, or in blank by an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificate, and (ii) with respect to each Collateral Certificate in uncertificated form, to cause the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first priority perfected security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets and all proceeds thereof, to secure such Transferor’s obligations hereunder. This Agreement shall constitute a security agreement under applicable law.

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing at the close of business on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and to become due with respect to all of the foregoing, (vi) all amounts received with respect to all of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to 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). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement 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 or any Noteholder of any obligation of the Servicer, any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, merchants clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. (b) Each Transferor agrees to record and file, at its own expense, financing statements (and amendments to such financing statements 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 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 and the Indenture Trustee as soon as practicable after (i) the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is so necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts or Collateral Certificates. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. (c) Each Transferor further agrees, at its own expense, on or prior to (i) the Execution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts or Collateral Certificates and (iii) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such Accounts and such Collateral Certificates have been conveyed to the Trust pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.14, in the case of Removed Accounts) by including (or deleting, in the case of Removed Accounts) in the securitization field of such computer files the code “E1” "AA" or “E2"5,” " as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto. 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. (d) Each Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Accounts, (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the applicable Removal Date, in the case of Removed Accounts, to deliver to the Issuer and the Indenture Trustee one or more computer files or microfiche lists 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, as of the applicable Addition Cut Off Date, in the case of Additional Accounts, and as of the applicable Removal Date, in the case of Removed Accounts, its account number and the aggregate amount outstanding in such Account. Such computer files or microfiche lists also shall specify that the Receivables arising in each such Account have been transferred to the Trust. Each such file or list, as supplemented from time to time to reflect Related 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. Schedule 1 shall be updated not later than semiannually, beginning April 2012October 2005, to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State of New York or the State of Delaware of the related security certificate, endorsed to the Issuer, or in blank by an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificate, and (ii) with respect to each Collateral Certificate in uncertificated form, to cause the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first priority perfected security interest in all of such Transferor’s 's right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets and all proceeds thereof, to secure such Transferor’s 's obligations hereunder. This Agreement shall constitute a security agreement under applicable law.

Conveyance of Trust Assets. (a) By execution of this Agreement, each the Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the opening of business on the Initial Cut Off Execution Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created and arising from time to time in the Initial Accounts (unless such Accounts Initial Account has become a Removed Account) until the termination of the Trust, (ii) the Receivables existing 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 with respect to such Additional Accounts), and thereafter created and arising from time to time in the Additional Accounts (unless such Additional Account has become a Removed Account) until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Dateall Insurance Proceeds, (iv) the Interchange and Recoveries on or allocable to the Trust as provided in this Agreement and the Servicing Agreement, (viv) all monies due and to become due with respect to all of the foregoing, (viv) all amounts received with respect to all of the foregoing foregoing, and (viivi) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each The Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its 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 otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement Agreement, the Indenture and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement 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 or any Noteholder of any obligation of any the Transferor, Credco, any Account Owner BBD or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner BBD and will not be a Trust Asset. (b) Each The Transferor agrees to record and file, at its own expense, all financing statements (and amendments to such financing statements 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 and priority of, the transfer, assignment, set-over or other conveyance of its interest in such Trust Assets to the Trust, and to deliver a file-stamped copy copies of each such financing statement or amendment or other evidence of such filing to the Owner Trustee and the Indenture Trustee as soon as practicable after on (i) the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is so necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts or Collateral CertificatesAccounts. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. (c) Each The Transferor further agrees, at its own expense, on or prior to (i) the Execution Date, in the case of the Initial Accounts, Accounts and (ii) the applicable Addition Date, in the case of Additional Accounts or Collateral Certificates and (iii) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such Accounts and such Collateral Certificates have been conveyed to the Trust pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.14, in the case of Removed Accounts) by including (or deleting, in as the case of Removed Accounts) first three characters in the securitization field of such computer files the code “E1DRY” or and including immediately thereafter the code “E2,” as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto000-900”. Each 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 (A) such Account becomes a Removed Account or (B) the Transferor has taken such action as is necessary or advisable to cause the interest of the Issuer and the Indenture Trustee in the Trust Assets to continue to be perfected and of first priority. With respect to Removed Accounts, on the applicable Removal Date, the Transferor agrees to indicate in the appropriate computer files that Receivables reassigned in connection with such Removed Accounts have been conveyed to the Transferor or its designee in accordance with Section 2.12, by replacing the existing code in the securitization field of such computer files with “DRY 901-999,” provided, however, that the Transferor agrees to retain the “DRY 000-900” code in the securitization field of such computer files with respect to Defaulted Receivables reassigned in accordance with Section 2.12(c), until the Account related to such Defaulted Receivables becomes a Deleted Account. (d) Each The Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Accounts, (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the applicable Removal Date, in the case of Removed Accounts, Date to deliver to the Issuer and the Indenture Trustee one the TA Account Schedule, which shall be supplemented and amended by the Transferor on or more computer files prior to each Addition Date to include any new Additional Accounts and supplemented and amended by the Transferor on or microfiche lists containing a true and complete list of all such Accounts, specifying for prior to each such Account, as of the Initial Cut Off Date, in the case of the Initial Accounts, as of the applicable Addition Cut Off Date, in the case of Additional Accounts, and as of the applicable Removal Date, in the case of Date to remove any Removed Accounts, its account number and the aggregate amount outstanding in such Account. Such computer files or microfiche lists also TA Account Schedule shall specify that the Receivables arising in each such Account have been transferred to the Trust or removed from the Trust, as applicable. Each such file or listThe TA Account Schedule, as supplemented from time to time to reflect Related Accounts, Additional Accounts and Removed Accounts, amended shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The TA Account Schedule 1 shall be updated not later than semiannuallymonthly, beginning April August 2012, to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 The parties to this Agreement and is hereby incorporated into and made a part intend that the conveyance of Trust Assets pursuant to this Agreement. Each Transferor further agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State of New York or the State of Delaware of the related security certificate, endorsed to the Issuer, or in blank by Agreement shall constitute an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificateabsolute sale, and (ii) with respect to each Collateral Certificate in uncertificated formnot a secured borrowing. Nevertheless, to cause this Agreement also shall constitute a security agreement under applicable law, and the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first priority perfected security interest in all of such the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets 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 such the Transferor’s obligations hereunder. This Agreement shall constitute a security agreement under applicable law.

Conveyance of Trust Assets. (a) By execution hereof or of this Agreementthe applicable amendment pursuant to Section 13.01(a), each Transferor does hereby or shall covenant and agree to sell, transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse except as provided hereinfor the benefit of the Certificateholders, all of its right, title and interest in, to and under (i) the Receivables existing on the Initial Cut Off Designated Assets, and on each Addition Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts)Additional Designated Assets, and in each case thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), all Interchange and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreementherein, (v) all monies moneys due and or to become due with respect to all of the foregoing, (vi) and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC) thereof; provided, that, nothing in this Agreement shall be construed to all convey ownership of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable Accounts to such the Transferor or the Trust. The related Seller shall continue to maintain the exclusive ownership interest in the Accounts which generate the Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to 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). The property described in the two preceding sentencesSuch property, together with all monies and other property moneys on deposit in or credited to the Issuer Accounts established pursuant to this AgreementCollection Account, the Servicing Agreement and each Indenture SupplementExcess Funding Account, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement Series Accounts and any Series Supplement Enhancement shall constitute the assets of the Trust (the “"Trust Assets”"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee any Investor Certificateholder or any Noteholder Series Enhancer of any obligation of any Seller, the Master Servicer, the Transferor, Credco, or any Account Owner Additional Transferor or any other Person in connection with the Trust Assets Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchantsmerchant banks, merchant clearance systems systems, VISA, MasterCard or insurers. The foregoing sale, transfer, assignment, set over and conveyance to the Trust shall be made to the Trustee, on behalf of the Trust, and each reference in this Agreement to such sale, transfer, assignment, set over and conveyance shall be construed accordingly. Each Account will continue Transferor shall assign to be owned by the Trustee, as collateral security, in connection with each transfer of Designated Assets, its rights under the related Account Owner and will not be a Trust Asset. (b) Receivables Purchase Agreement or Participation Agreement. Each Transferor agrees to record and file, at its own expense, financing statements (and amendments to such financing continuation statements when applicable) with respect to the Trust Designated Assets conveyed by such Transferor now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance sale and assignment of its interest in such Trust the Designated Assets to the Trust, 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) to the Owner Trustee and the Indenture Trustee as soon as practicable after (i) the Execution Date, in the case of Trust Assets relating on or prior to the Initial AccountsClosing Date, with respect to the Initial Designated Assets, and (ii) if any additional filing is so necessary, ) the applicable Addition Date, in the case of Trust Assets relating with respect to Additional Accounts or Collateral CertificatesDesignated Assets. Neither the Owner Trustee nor the Indenture The Trustee shall be under any no obligation whatsoever to file such financing statements or amendments to financing continuation statements or to make any other filing under the UCC in connection with such transfer, sale and assignment, set-over or other conveyance. (c) . Each Transferor further agrees, at its own expense, (a) on or prior to (ix) the Execution Initial Closing Date, in the case of the Initial AccountsDesignated Assets, (iiy) the applicable Addition Date, in the case of Additional Accounts or Collateral Certificates Designated Assets, and (iiiz) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such Accounts and such Collateral Certificates have been conveyed to the Trust pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.14, in the case of Removed Accounts) by including (or deleting, in the case of Removed Accounts) in the securitization field of such computer files the code “E1” or “E2,” as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto. 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. (d) Each Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Accounts, (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the applicable Removal Date, in the case of Removed Accounts, to deliver to the Issuer and the Indenture Trustee one or more computer files or microfiche lists 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, as of the applicable Addition Cut Off Date, in the case of Additional Accounts, and as of the applicable Removal Date, in the case of Removed Accounts, its account number and the aggregate amount outstanding in such Account. Such computer files or microfiche lists also shall specify that the Receivables arising in each such Account have been transferred to the Trust. Each such file or list, as supplemented from time to time to reflect Related 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. Schedule 1 shall be updated not later than semiannually, beginning April 2012, to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State of New York or the State of Delaware of the related security certificate, endorsed to the Issuer, or in blank by an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificate, and (ii) with respect to each Collateral Certificate in uncertificated form, to cause the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first priority perfected security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets and all proceeds thereof, to secure such Transferor’s obligations hereunder. This Agreement shall constitute a security agreement under applicable law.of

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the TrustTrust on a fully-serviced basis, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts (unless such Initial Account has become a Removed Account or a Purged Account) until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts (unless such Additional Account has become a Removed Account or a Purged Account) until the termination of the Trust, (iiiTrust,(iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing AgreementAgreement,(v) all Collections with respect all of the foregoing, (vvi) all monies due and to become due with respect to all of the foregoing, (viforegoing,(vii) all amounts received with respect to all of the foregoing and (viiviii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to 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). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Declaration of Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement 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 Issuer Trustee, the Indenture Trustee or any Noteholder of any obligation of any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. In consideration for the purchase of the Trust Assets existing as of the date hereof, the Trust shall deliver the Transferor Indebtedness comprising (A) the initial amount of $7,824,802,120.43, being an amount equal to 100% of the aggregate balance of the Receivables so purchased, adjusted to reflect such factors, if any, as the Trust and the Transferor mutually agree will result in a purchase price determined to be the fair market value of such Receivables and the related Trust Assets and (B) the right to receive the amounts payable to the Transferor pursuant to the Indenture and any relevant Indenture Supplement in respect of a portion of the purchase price in respect of such Trust Assets. The purchase price for the Trust Assets acquired at any time and from time to time after the date hereof shall be equal to the sum of (A) 100% of the aggregate balance of the Receivables so purchased, adjusted to reflect such factors, if any, as the Trust and the Transferor mutually agree will result in a purchase price determined to be the fair market value of such Receivables and the related Trust Assets, and (B) the right to the amounts payable to the Transferor pursuant to the terms of the Indenture and any relevant Indenture Supplement in respect of a portion of the purchase price in respect of such Trust Assets. Such purchase price shall be satisfied (x) as to the portion of the purchase price referred to in (A) at the option of the Transferor, in cash or by adjusting upward the amount payable by the Trust to the Transferor in respect of the Transferor Indebtedness or a combination thereof, in either case, at the times and in the manner specified in the Trust Indenture and the relevant Indenture Supplement, and (y) as to the portion of the purchase price referred to in (B) above, by adjusting the right to receive the amounts payable to the Transferor pursuant to the Trust Indenture and the relevant Indenture Supplement at the times and in the manner specified in the Trust Indenture and the relevant Indenture Supplement. (b) Each Transferor agrees to record and file, at its own expense, financing statements (and amendments to such financing statements when applicable) with respect to the Trust Assets conveyed by such Transferor meeting the requirements of applicable state provincial or territorial 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 Trust, and to deliver a file-stamped certified copy of each such financing statement or amendment or other evidence of such filing to the Owner Issuer Trustee and the Indenture Trustee as soon as practicable after (i) the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is so necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts or Collateral Certificates. Neither the Owner Issuer Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC PPSA in connection with such transfer, assignment, set-over or other conveyance. In addition, each Transferor agrees to cause to be registered at the Register of Personal and Movable Real Rights (Quebec), at its own expense, in respect of each Quebec Assignment to which it is a party, an application for registration (Form RG) pursuant to Article 1642 of the Civil Code of Québec, and to deliver a certified statement of each such registration to the Issuer Trustee and the Indenture Trustee as soon as is practicable after registration and in any event within ten Business Days from the Execution Date or the related Addition Date, as applicable. (c) Each Transferor further agrees, at its own expense, on or prior to (i) the Execution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts or Collateral Certificates and (iii) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such Accounts and such Collateral Certificates have been conveyed to the Trust pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.14, in the case of Removed Accounts) by including (or deleting, in the case of Removed Accounts) in the securitization field of such computer files the code “E1” or “E2,” as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto). Each Transferor further agrees not to alter the code computer file indication referenced in this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account or a Purged Account. (d) Each Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Additional Accounts, and (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the applicable Removal Date, in the case of Removed Accounts, to deliver to the Issuer and the Indenture Trustee one or more computer files or microfiche lists 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, as of the applicable Addition Cut Off Date, in the case of Additional Accounts, and as of the applicable Removal Date, in the case of Removed Accounts, its account number and the aggregate amount outstanding in such Accountor other account identifier. Such computer files or microfiche lists also shall specify that the Receivables arising in each such Account have been transferred to the Trust. Each such file or list, as supplemented from time to time to reflect Related 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. Schedule 1 shall be updated not later than semiannuallysemi-annually, beginning April 2012October 31, 2016, to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State Province of New York or the State of Delaware Ontario of the related security certificate, endorsed to the Issuer, or in blank by an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificate, and (ii) with respect to each Collateral Certificate in uncertificated form, to cause the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first priority perfected security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets and all proceeds thereof, to secure such Transferor’s obligations hereunder. This Agreement shall constitute a security agreement under applicable law.

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing at the close of business on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and to become due with respect to all of the foregoing, (vi) all amounts received with respect to all of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to 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). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement 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 or any Noteholder of any obligation of the Servicer, any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, merchants clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. (b) Each Transferor agrees to record and file, at its own expense, financing statements (and amendments to such financing statements 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 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 and the Indenture Trustee as soon as practicable after (i) the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is so necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts or Collateral Certificates. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. (c) Each Transferor further agrees, at its own expense, on or prior to (i) the Execution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts or Collateral Certificates and (iii) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such Accounts and such Collateral Certificates have been conveyed to the Trust pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.14, in the case of Removed Accounts) by including (or deleting, in the case of Removed Accounts) in the securitization field of such computer files the code “E1AA” or “E25,” as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto. 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. (d) Each Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Accounts, (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the applicable Removal Date, in the case of Removed Accounts, to deliver to the Issuer and the Indenture Trustee one or more computer files or microfiche lists 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, as of the applicable Addition Cut Off Date, in the case of Additional Accounts, and as of the applicable Removal Date, in the case of Removed Accounts, its account number and the aggregate amount outstanding in such Account. Such computer files or microfiche lists also shall specify that the Receivables arising in each such Account have been transferred to the Trust. Each such file or list, as supplemented from time to time to reflect Related 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. Schedule 1 shall be updated not later than semiannually, beginning April 2012October 2005, to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State of New York or the State of Delaware of the related security certificate, endorsed to the Issuer, or in blank by an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificate, and (ii) with respect to each Collateral Certificate in uncertificated form, to cause the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first priority perfected security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets and all proceeds thereof, to secure such Transferor’s obligations hereunder. This Agreement shall constitute a security agreement under applicable law.

Conveyance of Trust Assets. (a) By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trust, without recourse except as provided herein, all of its right, title and interest in, to and under (i) the Receivables existing on the Initial Cut Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and thereafter created from time to time in such Accounts until the termination of the Trust, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and to become due with respect to all of the foregoing, (vi) all amounts received with respect to all of the foregoing and (vii) all proceeds thereof, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to 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). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights of the Trust under this Agreement, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement 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 or any Noteholder of any obligation of any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. (b) Each Transferor agrees to record and file, at its own expense, financing statements (and amendments to such financing statements 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 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 and the Indenture Trustee as soon as practicable after (i) the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is so necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts or Collateral Certificates. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. (c) Each Transferor further agrees, at its own expense, on or prior to (i) the Execution Date, in the case of the Initial Accounts, (ii) the applicable Addition Date, in the case of Additional Accounts or Collateral Certificates and (iii) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such Accounts and such Collateral Certificates have been conveyed to the Trust pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.14, in the case of Removed Accounts) by including (or deleting, in the case of Removed Accounts) in the securitization field of such computer files the code “E1” or “E2,” as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto. 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. (d) Each Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Accounts, (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Issuer and the Indenture Trustee one or more computer files or microfiche lists 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, as of the applicable Addition Cut Off Date, in the case of Additional Accounts, and as of the applicable Removal Date, in the case of Removed Accounts, its account number and the aggregate amount outstanding in such Account. Such computer files or microfiche lists also shall specify that the Receivables arising in each such Account have been transferred to the Trust. Each such file or list, as supplemented from time to time to reflect Related 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. Schedule 1 shall be updated not later than semiannually, beginning April 2012October 2016, to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State of New York or the State of Delaware of the related security certificate, endorsed to the Issuer, or in blank by an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificate, and (ii) with respect to each Collateral Certificate in uncertificated form, to cause the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first priority perfected security interest in all of such Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Trust Assets and all proceeds thereof, to secure such Transferor’s obligations hereunder. This Agreement shall constitute a security agreement under applicable law.

Conveyance of Trust Assets. (a) By execution of this Agreement, each The Transferor does hereby transfer, assign, set over and otherwise convey Convey to the Trust, Issuer without recourse (except as expressly provided herein), all of its right, title and interest in, to and under (ia) the Collateral Certificate, and (b) effective on the Certificate Trust Termination Date, the Receivables existing at the 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 with respect to such Initial Accounts), and thereafter created from time to time in such Accounts connection with the Accounts, until the termination of the TrustIssuer, (ii) the Receivables existing at the close of business on each applicable Addition Cut Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and thereafter created from time to time in the Accounts until the termination of the Trust, (iii) each Collateral Certificate as of each applicable Addition Date, (iv) the Recoveries allocable to the Trust as provided in this Agreement and the Servicing Agreement, (v) all monies due and or to become due with respect to thereto, all of the foregoingCollections, (vi) all amounts received Recoveries, all rights, remedies, powers and privileges with respect to all of the foregoing and (vii) all proceeds thereofReceivables, but excluding any Issuer Rate Fees allocable to such Receivables. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trust all of its rights, remedies, powers, powers and privileges and claims under or with respect to any related Receivables the Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The property described in the two preceding sentences, together with all monies and other property on deposit in or credited to the Issuer Accounts established pursuant to this Agreement, the Servicing Agreement and each Indenture Supplement, the rights all proceeds of all of the Trust under this Agreementforegoing (collectively, the Servicing Agreement and the Trust Agreement and the property conveyed to the Trust under this Agreement, the Servicing Agreement and any Series Supplement shall constitute the assets of the Trust (the “Trust Assets”). On or prior to the Initial Closing Date, Transferor shall deliver the Collateral Certificate to the Issuer, endorsed to the order of the Issuer. The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee, the Indenture Trustee or any Noteholder of any obligation of any Transferor, Credco, any Account Owner or any other Person in connection with the Trust Assets or under any agreement or instrument relating thereto, including any obligation to Obligors, merchants, clearance systems or insurers. Each Account will continue to be owned by the related Account Owner and will not be a Trust Asset. (b) Each Transferor agrees to record and file, at its own expense, a financing statement or financing statements (and amendments including any continuation statements with respect to each such financing statements statement when applicable) with respect to the Collateral Certificate and, no later than the Certificate Trust Termination Date, with respect to the other Trust Assets conveyed by such Transferor then existing on the Certificate Trust Termination Date and thereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions jurisdictions, and take such other actions as are necessary to perfect, and maintain the perfection of, the transfer, assignment, set-over or other conveyance Conveyance of its interest in such the Collateral Certificate and the other Trust Assets to the TrustIssuer and the first-priority nature of the Issuer’s interest in the Collateral Certificate and the other Trust Assets, and to deliver file-stamped copies of such financing statements or continuation statements or other evidence of such filings (which may, for purposes of this Section 2.1, consist of telephone confirmation of such filing followed by delivery of a file-stamped copy of each such financing statement or amendment or other evidence of such filing as soon as practicable) to the Owner Trustee and the Indenture Trustee Trustee, as soon as practicable after (i) receipt thereof by the Execution Date, in the case of Trust Assets relating to the Initial Accounts, and (ii) if any additional filing is so necessary, the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts or Collateral CertificatesTransferor. Neither the Owner Trustee nor the Indenture Trustee shall be under any obligation whatsoever to file such financing statements or amendments to financing statements or to make any other filing under the UCC in connection with such transfer, assignment, set-over or other conveyance. (c) Each Transferor further agrees, at its own expense, (i) on or prior to (iw) the Execution Certificate Trust Termination Date, (x) the Automatic Addition Termination Date or any Automatic Addition Suspension Date, or subsequent Restart Date, in the case of the Initial AccountsAccounts designated pursuant hereto prior to such date, (iiy) the applicable Addition Date, in the case of Additional Supplemental Accounts or Collateral Certificates and (iiiz) the applicable Removal Date, in the case of Removed Accounts, with respect to such Transferor, to indicate in the appropriate computer files that Receivables created (or reassigned, in the case of Removed Accounts) in connection with such the Accounts and such Collateral Certificates owned by the Originator have been conveyed to the Trust Issuer pursuant to this Agreement (or conveyed to such Transferor or its designee in accordance with Section 2.142.7, in the case of Removed Accounts) by including (or deleting, in the case of Removed Accounts) in the securitization field of such computer files the code “E1” or “E2,” as applicable, in the case of the Initial Accounts and, in the case of Additional Accounts, a similar code designation that shall be specified in the Account Assignment related thereto. 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 identifying each such Account becomes a Removed Account. (d) Each Transferor further agrees, at its own expense, on or prior to (a) the date that is five Business Days after the Execution Date, in the case of the Initial Accounts, (b) the date that is five Business Days after the applicable Addition Date, in the case of Aggregate Addition Accounts, (c) the applicable New Account Delivery Date, in the case of New Accounts and (d) the applicable Removal Dateor, 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 an Automatic Addition Suspension Date, or subsequent to a Restart Date, or deleting such code thereafter) and (ii) by the Determination Date next following the date referred to in clause (i)(w) or (x), by the Determination Date following any Due Period in which Automatic Additional Accounts are designated to the Issuer or within five Business Days of the date referred to in clause (y) or (z), as applicable, to deliver to the Issuer and the Indenture Trustee one or more computer files or microfiche lists containing a true and complete list of all such Accountsan Account Schedule, specifying for each such Account, as of the Initial Cut Off Certificate Trust Termination Date, in the case of the Initial Accountsclause (i)(w), as of the Automatic Addition Termination Date, the Automatic Addition Suspension Date or Restart Date, in the case of clause (i)(x), the end of the prior Due Period in the case of any such Account Schedule relating to Automatic Additional Accounts designated during such Due Period, the applicable Addition Cut Off Date, in the case of Additional Accounts, Supplemental Accounts and as of the applicable Removal Date, in the case of Removed Accounts, its account number and and, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such computer files or microfiche lists also shall specify that the Receivables arising in each such Account have been transferred to the Trust. Each such file or listSchedule, as supplemented from time to time to reflect Related Accounts, Additional Accounts and Removed Accounts, Accounts shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Schedule 1 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 (x) such Account becomes a Removed Account, (y) a Restart Date has occurred on which Transferor starts including Automatic Additional Accounts as Accounts or (z) 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. The parties intend that if, and to the extent that, such Conveyance is not deemed to be a sale, the Transferor shall be updated not later than semiannuallydeemed hereunder to have granted, beginning April 2012and hereby grants, to include any new Related Accounts. (e) Each Transferor further agrees, at its own expense, on or prior to the date that is five Business Days after the applicable Addition Date, in the case of Collateral Certificates, to deliver to the Issuer and the Indenture Trustee one or more schedules containing a true and complete list of all Collateral Certificates. Each such schedule, as supplemented from time to time to reflect Collateral Certificates, shall be marked as Schedule 2 to this Agreement and is hereby incorporated into and made a part of this Agreement. Each Transferor further agrees (i) with respect to each Collateral Certificate in certificated form, to cause the Issuer to acquire possession in the State of New York or the State of Delaware of the related security certificate, endorsed to the Issuer, or in blank by an effective endorsement, or registered in the name of the Issuer upon original issue or registration of transfer by the issuer of such Collateral Certificate, and (ii) with respect to each Collateral Certificate in uncertificated form, to cause the issuer of such Collateral Certificate to register the Issuer as the registered owner of such Collateral Certificate. (f) To the extent that a Transferor retains any interest in the Trust Assets, such Transferor hereby grants to the Trust and the Indenture Trustee a first first-priority perfected security interest (to secure the obligations under this Agreement and the Indenture) in all of such the Transferor’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Trust Assets Collateral Certificate, the Receivables now existing and hereafter created and arising from time to time in connection with the Accounts until the termination of the Issuer, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Receivables, all of its rights, remedies, powers and privileges under the Purchase Agreement, and all proceeds thereofof the foregoing, to secure such Transferor’s obligations hereunder. This and that this Agreement shall constitute a security agreement under applicable law.