Common use of Covenants of the Transferor Clause in Contracts

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriter: (a) If required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Transferor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus as amended or supplemented, to notify the Representative and to prepare and furnish to the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (e) To make generally available to Securityholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor hereby covenants and agrees with each Underwriteryou and the several Underwriters participating in the applicable offering of the Notes that: (a) If requiredimmediately following the execution of each Terms Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which such Notes are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which such Notes are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of such Notes, but the time specified therein. The Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Notes, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy unless it shall first have delivered copies of the proposed form thereof and providing the Representative with a reasonable opportunity such amendments or supplements to review the same and not to file any such amendment you, or supplement to which the Representative if you shall have reasonably object; and to advise the Representative, objected thereto promptly after it receives receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Notes or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky laws, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of communication and to obtain as soon as possible its lifting, if issued; (b) if, at any order preventing or suspending the use of any prospectus time when a Prospectus relating to the Offered Securities or suspending any such qualification, promptly Notes is required to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by you as described in Section 5(a) hereof) file with the Representative as the Representative may from time to time reasonably request Commission, at its own expense, an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to you as many copies of the Prospectus as amended or supplemented as you may reasonably request; provided, however, that your consent to any amendment shall not constitute a waiver of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Notes (the "Noteholders") of the related Series (the Noteholders being the applicable Clearing Agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11(a) of the Act and covering a period Rule 158 of at least twelve consecutive months beginning after the Effective Date Commission with respect to the related Series of Notes; (d) the Transferor will furnish to each Underwriter copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish at least one copy to the Representative a copy of the Registration Statement (which be delivered to each Underwriter will be signed and will include all exhibitsdocuments and exhibits thereto or incorporated by reference therein), each related preliminary prospectusthe Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter you reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment theretorequest; (iie) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants Transferor will assist you in arranging for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees Notes for sale and the reasonable fees determination of their eligibility for investment under the laws of such jurisdictions as you designate and disbursements of counsel will continue to assist you in maintaining such qualifications in effect so long as required for the Underwriters in connection therewith distribution and in connection will file or cause to be filed such statements and reports with the preparation of the Blue Sky Survey; (vi) the printing and delivery respect to the Underwriters of copies of distribution as may be required by the Registration Statement as originally filed and laws of each amendment thereto, of jurisdiction in which the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered SecuritiesNotes have been qualified as provided above; and (ix) the fees and expenses of the Trustee and its counsel. It is understoodprovided, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, neither the Transferor and Metris, jointly and severally, nor the Trust shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, be required to qualify to do business in any jurisdiction where it is now not qualified or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership which would subject it to general or unlimited service of the Receivables other than as permitted by the Pooling and Servicing Agreement.process in any jurisdiction in which it is now not subject to service of process; (jf) To the extent, if any, that the rating provided with respect to the Offered Securities by extent that any rating necessary to satisfy the rating agency or agencies that initially rate the Offered Securities condition set forth in Section 6(c) hereof is conditional conditioned upon the furnishing of documents or the taking of any other actions by the TransferorTransferor on or after the Delivery Date, to the Transferor shall furnish such documents and take any such other actionsaction; (g) except as otherwise specified in the related Terms Agreement, the Transferor will pay all expenses incident to the performance of its obligations under this Agreement and the related Terms Agreement and will reimburse the Underwriters for any expenses reasonably incurred by them in connection with qualification of the related Series of Notes and determination of their eligibility for investment under the laws of such jurisdictions as you may designate (including reasonable fees and disbursements of the Underwriters' counsel) and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of such Notes and, to the extent previously agreed upon with you, for expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters; and (h) the Transferor will, for so long as Notes purchased pursuant thereto remain outstanding, deliver or cause to be delivered to you (i) copies of the annual servicer's certificate and the annual accountants' reports delivered to the Indenture Trustee pursuant to the Pooling and Servicing Agreement or the Transfer and Servicing Agreement, as applicable, promptly after such reports are delivered to the Indenture Trustee, and (ii) a copy of the Statement described in Section 5(c) hereof promptly after such statements are delivered to Noteholders.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriterof the Underwriters that: (a) If requiredThe Transferor will use its best efforts to cause the Registration Statement, and any amendment thereto, if not effective at the Execution Time, to become effective. Prior to the termination of the offering of the Notes, the Transferor will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Transferor has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Transferor will file the Prospectus Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with the applicable paragraph of Rule 424(b) not later than within the time specified therein. The Transferor period prescribed and will advise the Underwriters promptly provide evidence reasonably satisfactory to you of any such filing pursuant to Rule 424(b)timely filing. (b) To file no amendment The Transferor will advise you promptly of any proposal to amend or supplement the Registration Statement as filed, or the related Prospectus and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and will not to file any effect such amendment or supplement to without your consent, which consent will not unreasonably be withheld; the Representative shall reasonably object; and to Transferor will also advise the Representative, you promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for any amendment of or supplement to the amending Registration Statement or supplementing the Prospectus or for any additional information; and the Transferor will also advise you promptly of the effectiveness of the Registration Statement and any amendment thereto, when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b) and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the Prospectus as amended institution or supplemented or threat of any proceeding for additional information; andthat purpose, in and the event of Transferor will use its best efforts to prevent the issuance of any such stop order or and to obtain as soon as possible the lifting of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawalissued stop order. (c) From If, at any time when a prospectus relating to time the Notes is required to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend the Registration Statement or supplement the Prospectus as amended to comply with the Act or supplementedthe Exchange Act or the respective rules thereunder, to the Transferor promptly will notify the Representative you and to will prepare and furnish file, or cause to be prepared and filed, with the Commission, subject to the Representative as the Representative may from time to time reasonably request second sentence of paragraph (a) of this Section 5, an amendment or a supplement to the Prospectus which that will correct such statement or omission omission, or effect such compliance. Any such filing shall not operate as a waiver or limitation on any right of any Underwriter hereunder. (ed) To As soon as practicable, but not later than fourteen months after the original effective date of the Registration Statement, the Transferor will cause the Trust to make generally available to Securityholders Noteholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date of the Registration Statement (as such date is defined in Rule 158(cthat will satisfy the provisions of Section 11(a) under of the Act) as soon as practicable after such period. (fe) To The Transferor will furnish to the Representative a copy Underwriters copies of the Registration Statement (one of which will be signed and will include all exhibits), each related preliminary prospectusprospectus (including the Preliminary Prospectus Supplement), the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter reasonably requests the Underwriters request. (f) The Transferor will arrange for the purposes contemplated by qualification of the Act or Notes for sale under the 1933 Act Regulationslaws of such jurisdictions in the United States as you may reasonably designate and will continue such qualifications in effect so long as required for the initial distribution. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter the Underwriters shall cease to maintain a secondary market in the Offered SecuritiesNotes, whichever occurs first, to the Transferor will deliver to the Representative you the annual statements of compliance, the Annual Servicer's Certificate compliance and the annual independent certified public accountants' servicing reports furnished to the Owner Trustee or the Indenture Trustee pursuant to Section 3.5 the Transfer and Section 3.6Servicing Agreement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Owner Trustee or the Indenture Trustee. (h) So long as any of the Notes is outstanding, the Transferor will furnish to you (i) as soon as practicable after the end of the fiscal year all documents required to be distributed to Noteholders or filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (ii) from time to time, any other information concerning the Transferor filed with any government or regulatory authority which is otherwise publicly available, as you may reasonably request. (i) From On or before the Closing Date, the Transferor shall cause the computer records of the Transferor and Case Credit relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date, not to Date neither the Transferor nor Case Credit shall take any action inconsistent with the Trust's ownership of the Receivables such Receivables, other than as permitted by the Pooling Transfer and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities Notes by the rating agency or agencies that initially rate the Offered Securities Notes is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to the Transferor shall furnish such documents and take any such other actions. (k) For the period beginning on the date of this Agreement and ending seven days after the Closing Date, unless waived by the Underwriters, none of the Transferor, Case Credit, New Holland or any trust originated, directly or indirectly, by the Transferor, Case Credit or New Holland will offer to sell or sell notes (other than the Notes and commercial paper notes offered pursuant to Case Credit's existing asset-backed commercial paper program) collateralized by, or certificates evidencing an ownership interest in, receivables generated pursuant to retail agricultural or construction equipment installment sale contracts. (l) On or prior to each Transfer Date relating to Additional Accounts, the Transferor shall deliver to the Representatives (i) a duly executed Addition Notice and Assignment including a schedule of the Receivables to be transferred to the Trust on such Transfer Date, (ii) a copy of the letter from a firm of independent nationally recognized certified public accountants to be delivered to the Owner Trustee and the Indenture Trustee pursuant to Section 3.06 of the Transfer and Servicing Agreement, and (iii) a copy of the Officer's Certificate delivered to the Indenture Trustee and the Owner Trustee pursuant to Section 3.05 of the Transfer and Servicing Agreement. (m) The Transferor will enter into, and will cause the Issuer to enter into, each Transaction Document to which this Agreement and each Transaction Document contemplates the Transferor and/or the Issuer will be a party on or prior to the Closing Date. (n) The Transferor shall file within ten Business Days of the Closing Date: (i) UCC financing statements in the office of the Secretary of State of the State of Delaware reflecting the transfer of the interest of New Holland in the NH Receivables and the proceeds thereof to the Transferor; and (ii) UCC financing statements in the office of the Secretary of State of the State of Delaware reflecting the transfer of the interest of Case Credit in the Case Receivables and the proceeds thereof to the Transferor, and the transfer of the interest of the Transferor in the Receivables and the proceeds thereof to the Trust and the grant of the security interest by the Trust in the Receivables and the proceeds thereof to the Indenture Trustee.

Covenants of the Transferor. The Transferor hereby covenants and agrees with each Underwriteryou and the several Underwriters participating in the applicable offering of the Certificates that: (a) If requiredimmediately following the execution of each Terms Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which such Certificates are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of such Certificates, but the time specified therein. The Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Certificates, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy unless it shall first have delivered copies of the proposed form thereof and providing the Representative with a reasonable opportunity such amendments or supplements to review the same and not to file any such amendment you, or supplement to which the Representative if you shall have reasonably object; and to advise the Representative, objected thereto promptly after it receives receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Certificates or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky laws, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of communication and to obtain as soon as possible its lifting, if issued; (b) if, at any order preventing or suspending the use of any prospectus time when a Prospectus relating to the Offered Securities or suspending any such qualification, promptly Certificates is required to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by you as described in Section 5(a) hereof) file with the Representative as the Representative may from time to time reasonably request Commission, at its own expense, an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to you as many copies of the Prospectus as amended or supplemented as you may reasonably request; provided, however, that your consent to any amendment shall not constitute a waiver of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Certificates (the "Certificateholders") of the related Series (the Certificateholders being the applicable Clearing Agency in the case of Book-Entry Certificates), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11(a) of the Act and covering a period Rule 158 of at least twelve consecutive months beginning after the Effective Date Commission with respect to the related Series of Certificates; (d) the Transferor will furnish to each Underwriter copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish at least one copy to the Representative a copy of the Registration Statement (which be delivered to each Underwriter will be signed and will include all exhibitsdocuments and exhibits thereto or incorporated by reference therein), each related preliminary prospectusthe Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter you reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment theretorequest; (iie) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants Transferor will assist you in arranging for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees Certificates for sale and the reasonable fees determination of their eligibility for investment under the laws of such jurisdictions as you designate and disbursements of counsel will continue to assist you in maintaining such qualifications in effect so long as required for the Underwriters in connection therewith distribution and in connection will file or cause to be filed such statements and reports with the preparation of the Blue Sky Survey; (vi) the printing and delivery respect to the Underwriters of copies of distribution as may be required by the Registration Statement as originally filed and laws of each amendment thereto, of jurisdiction in which the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered SecuritiesCertificates have been qualified as provided above; and (ix) the fees and expenses of the Trustee and its counsel. It is understoodprovided, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, neither the Transferor and Metris, jointly and severally, nor the Trust shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, be required to qualify to do business in any jurisdiction where it is now not qualified or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership which would subject it to general or unlimited service of the Receivables other than as permitted by the Pooling and Servicing Agreement.process in any jurisdiction in which it is now not subject to service of process; (jf) To the extent, if any, that the rating provided with respect to the Offered Securities by extent that any rating necessary to satisfy the rating agency or agencies that initially rate the Offered Securities condition set forth in Section 6(c) hereof is conditional conditioned upon the furnishing of documents or the taking of any other actions by the TransferorTransferor on or after the Delivery Date, to the Transferor shall furnish such documents and take any such other actionsaction; (g) except as otherwise specified in the related Terms Agreement, the Transferor will pay all expenses incident to the performance of its obligations under this Agreement and the related Terms Agreement and will reimburse the Underwriters for any expenses reasonably incurred by them in connection with qualification of the related Series of Certificates and determination of their eligibility for investment under the laws of such jurisdictions as you may designate (including reasonable fees and disbursements of the Underwriters' counsel) and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of such Certificates and, to the extent previously agreed upon with you, for expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters; and (h) the Transferor will, for so long as Certificates purchased pursuant thereto remain outstanding, deliver or cause to be delivered to you (i) copies of the annual servicer's certificate and the annual accountants' reports delivered to the Trustee pursuant to the Pooling and Servicing Agreement promptly after such reports are delivered to the Trustee, and (ii) a copy of the statement described in Section 5(c) hereof promptly after such statements are delivered to Certificateholders.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriter: (a) If required, to To file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Transferor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of the Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or or, if applicable, mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided provided, that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus as amended or supplemented, to notify the Representative and to prepare and furnish to the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (e) To make generally available to Securityholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits)Statement, each related preliminary prospectusProspectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter the Representative reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, prospectus and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. ("Moody's") and ), Standard & Poor's Ratings Services, a Division division of the McGraw Hill Companies, Inc. ("S&P") and Fitch, Inc. ("Fitch") and any other Rating Agencies rating the Offered Securities for rating the Offered Securities; and; (ixviii) the fees and expenses of the Trustee and its counsel; and (ix) miscellaneous underwriting expenses relating to the structuring and marketing of the Offered Securities. It is understood, however, that except as provided in this SectionSection 5, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative any Underwriter in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative such Underwriter for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representativesuch Underwriter. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each any Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative Underwriters the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement furnished to the Trustee pursuant to Section 5.2 of the Series 1998[-2 ] Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to each class of the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor covenants and agrees with each UnderwriterUnderwriter that: (a) If required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. A. The Transferor will promptly advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment Representative and counsel to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time Underwriters (i) when any amendment to the Registration Statement has been filed or becomes effective or any supplement relating to the offering of the Bonds shall have become effective, (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus as amended or supplemented or for any amended Prospectus has been filed or mailed for filingadditional information to the extent applicable to the offering of the Bonds, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) or the receipt by the Commission, Transferor of any notification with respect to the suspension of the qualification of the Offered Securities Bonds for offering or sale in any jurisdiction, of jurisdiction or the initiation or threatening of any proceeding for any such purpose. The Transferor will not file, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to and it will use its best efforts to obtain its withdrawal. (c) From time prevent ACC from filing, any amendment to time the Registration Statement or supplement to take such action as the Prospectus after the date of the Pricing Agreement and prior to the related Closing Date for the Bonds unless the Transferor has furnished the Representative may reasonably request in order and counsel to qualify the Offered Securities for offering and sale under the securities laws Underwriters copies of such states as amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which the Representative may request reasonably and promptly objects, unless such filing is required by law. The Transferor will use its best efforts to continue such qualifications in effect so long as necessary under such laws for prevent the distribution issuance of such Offered Securities; provided that in connection therewith neither any stop order suspending the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies effectiveness of the Registration Statement (including exhibits) and copies of and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time is required by law in connection with sales of any Offered Securitiesto be delivered, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary during such same period to amend or supplement the Prospectus as amended to comply with the 1933 Act or supplementedthe rules under the 1933 Act, to notify the Representative and to Transferor will promptly prepare and furnish file with the Commission and shall use its best efforts to the Representative as the Representative may from time cause ACC to time reasonably request promptly prepare and file, subject to Paragraph A of this Section 5, an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliancecompliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such post-effective amendment of the Registration Statement to become effective as soon as possible, provided, however, that the Transferor will not be required to file any such amendment or supplement with respect to any Computational Materials or ABS Term Sheets incorporated by reference in the Prospectus other than any amendments or supplements of such Computational Materials or ABS Term Sheets that are furnished to the Transferor by the Underwriters pursuant to Section 9A hereof which the Transferor is required to file in accordance with Section 5K or 5L. C. The Transferor will furnish to the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto), any documents incorporated therein by reference, and, so long as delivery of a prospectus by the Underwriters or a dealer may be required by the 1933 Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Transferor will pay the expenses of printing all offering documents relating to the offering of the Bonds. (e) To D. As soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Transferor will cause the Trust to make generally available to Securityholders an earnings statement holders of Bonds statements of the Trust complying with Rule 158 under the Act and collectively covering a period of at least twelve consecutive 12 months beginning after the Effective Date effective date of the Registration Statement (as such date is defined in Rule 158(c) under Statement. Such statements will be filed with the Commission pursuant to the provisions of the Exchange Act) as soon as practicable after such period. E. During a period of 20 calendar days from the Execution Time, neither the Transferor nor any affiliate of the Transferor will, without the Representative's prior written consent (f) To furnish which consent shall not be unreasonably withheld), enter into any agreement to offer or sell securities backed by mortgage loans, except pursuant to this Agreement. F. So long as any of the Bonds are outstanding, the Transferor will cause to be delivered to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits)Underwriters, each related preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) all documents required to be distributed to the word processing, printing and filing holders of the Registration Statement as originally filed and of each amendment thereto; Bonds, (ii) from time to time, any other information concerning the reproduction of this Agreement; Trust filed with any government or regulatory authority that is otherwise publicly available, as the Underwriters may reasonably request, (iii) the preparation, printing, issuance and delivery of the Offered Securities annual statement as to compliance delivered to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Owner Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.or

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriterthe several Underwriters that: (a) If requiredthe time of effectiveness is prior to the execution and delivery of this Agreement, to the Transferor will file the Preliminary Prospectus and the Final Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than within the prescribed time period and will provide evidence satisfactory to the Representative of such timely filing. If the time specified thereinof effectiveness of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an Additional Registration Statement is necessary to register a portion of the Notes under the Act but the time of effectiveness thereof has not occurred as of such execution and delivery, the Transferor will file the Additional Registration Statement or a post-effective amendment thereto, as the case may be, with the Commission pursuant to and in accordance with Rule 462(b). The Transferor will advise the Underwriters Representative promptly of any such filing pursuant to Rule 424(b) or Rule 462(b), as applicable. (b) To file no The Transferor will advise the Representative promptly of any proposal to amend or supplement the registration statement as filed or the related prospectus or the Registration Statement, the Preliminary Prospectus or the Final Prospectus, and will not effect such amendment or supplementation without the Representative’s consent; and the Transferor will also advise the Representative promptly of the effectiveness of the Registration Statement (if the time of effectiveness of the Registration Statement is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of the Registration Statement, the Preliminary Prospectus or the Final Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of prevent the issuance of any such stop order or of any and to lift such stop order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualificationas soon as possible, promptly to use its best efforts to obtain its withdrawalif issued. (c) From time to time to take such action as The Transferor will arrange for the Representative may reasonably request in order to qualify qualification of the Offered Securities Notes for offering and sale under the securities laws of such states jurisdictions in the United States as the Representative may request reasonably designate and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securitiessecurities; provided that in connection therewith neither the Transferor nor Metris shall not be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process process, in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from If, at any time to time reasonably request; and if when the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered SecuritiesNotes (including delivery as contemplated by Rule 172 under the Act), either (i) any event shall have occurred as a result of which the Preliminary Prospectus or the Final Prospectus, as then amended and supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Preliminary Prospectus as amended or supplementedthe Final Prospectus, to the Transferor will promptly notify the Representative and to will promptly prepare and furnish to for review by the Representative as and file with the Representative may from time to time reasonably request Commission an amendment or a supplement to the Preliminary Prospectus or the Final Prospectus which will correct such statement or omission or effect such compliance. Neither your consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (e) To The Transferor will cause the Trust to make generally available to Securityholders Holders as soon as practicable, but not later than fourteen months after the effective date of the Registration Statement, an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after such effective date and satisfying the Effective Date provisions of Section 11(a) of the Registration Statement Act (as such date is defined in including Rule 158(c) under the Act) as soon as practicable after such period158 promulgated thereunder). (f) To The Transferor will furnish to the Representative a copy copies of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectusthe Preliminary Prospectus, the Final Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter the Representative may from time to time reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulationsrequest. (g) To So long as any of the Notes are outstanding, the Transferor will furnish to the Representative copies of all reports or other communications (financial or otherwise) furnished to Holders, and deliver to the Representative during such same period (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission and (ii) such additional information concerning the business and financial condition of the Transferor and the Trust as the Representative may from time to time reasonably request. (h) The Transferor will pay or cause to be paid all expenses incident to the performance of the its obligations under this Agreement, including: including (i) the word processing, printing (or otherwise reproducing) and filing of the Registration Statement as originally filed and of each amendment thereto; ; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities Notes to the Underwriters; ; (iii) the fees and disbursements of the Transferor’s and the Servicer’s counsel and accountants; (iv) the reasonable fees and disbursements of counsel and accountants for DTC in connection with the Transferor; book-entry registration of the Notes; (v) the qualification of the Offered Securities Notes under state securities laws law in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; blue sky survey, if required; (vi) the printing (or otherwise reproducing) and delivery to the Underwriters of copies of the Registration Statement as originally filed Preliminary Prospectus and of each amendment thereto, of the preliminary prospectuses, and of the Final Prospectus and any amendments or supplements thereto; ; (vii) the reproduction reproducing and delivery to the Underwriters of copies of the Blue Sky Survey; blue sky survey; and (viii) the fees of Xxxxx'x charged by Mxxxx’x Investors Service, Inc. ("“Moody's"’s”) and Standard & Poor's Ratings Services’s, a Division division of the McGraw Hill The MxXxxx-Xxxx Companies, Inc. ("“S&P") ”), for rating the Offered Securities; and (ix) Notes. The Underwriters shall not be responsible for the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the RepresentativeOwner Trustee, the Indenture Trustee and their respective counsel. (hi) For a period from the date of this Agreement until Until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter the Underwriters shall cease to maintain a secondary market in the Offered SecuritiesNotes, whichever occurs first, to the Transferor will deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate compliance and the annual independent certified public accountants' servicing ’ reports furnished to the Indenture Trustee pursuant to Section 3.5 and Section 3.6, respectively, Article III of the P&S Transfer and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement Servicing Agreement, as soon as such statements and reports are furnished to the Indenture Trustee and the Owner Trustee. (ij) From and On or promptly after the Closing Date, not the Transferor shall cause its and the Servicer’s computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Transferor nor the Servicer shall take any action inconsistent with the Trust's ’s ownership of the Receivables such Receivables, other than as permitted by the Pooling Transfer and Servicing Agreement. (jk) To the extent, if any, that the rating provided with respect to the Offered Securities Notes by the rating agency Moody’s or agencies that initially rate the Offered Securities S&P is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, the Transferor shall furnish, and shall cause the Servicer to furnish furnish, such documents and take any such other actions.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriter:Section 5.1. Protection of Title of the Purchaser. (a) If requiredOn or prior to the Closing Date, the Transferor shall have filed or caused to file be filed UCC financing statements (which may include an "all asset" filings), naming the Prospectus Transferor as “debtor/transferor”, naming the Purchaser as “secured party/buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “total assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the Commission pursuant to and in accordance with Rule 424(b) not later than office of the time specified thereinSecretary of State of the state of the jurisdiction of organization of the Transferor. The Transferor agrees that it will advise from time to time, at its expense, take all actions, that the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment to Purchaser, the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement Collateral Agent or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative Administrative Agent may reasonably request in order to qualify perfect, protect or more fully evidence the Offered Securities for offering Purchases hereunder and sale under the securities laws of such states as security and/or interest granted in the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do businessSale Portfolio, or to file enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any Transaction Document. (b) On or prior to each Purchase Date hereunder, the Transferor shall take all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being acquired by the Purchaser on such Purchase Date to the Purchaser so that, upon the Sale of such Sale Portfolio from the Transferor to the Purchaser pursuant to the terms hereof on such Purchase Date, the Purchaser will have acquired good and marketable title to and a general consent valid and perfected ownership interest in such Sale Portfolio, free and clear of any Lien, security interest, charge or encumbrance or restrictions on transferability (subject only to service Permitted Liens). On or prior to each Purchase Date hereunder, the Transferor shall take all steps required under Applicable Law in order for the Purchaser to grant to the Collateral Agent, for the benefit of process the Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in the Sale Portfolio being Purchased by the Purchaser on such Purchase Date and, from time to time thereafter, the Transferor shall take all such actions as may be required by Applicable Law to fully preserve, maintain and protect the Purchaser’s ownership interest in, and the Collateral Agent’s first priority perfected security interest in (subject only to Permitted Liens), the Sale Portfolio which have been acquired by the Purchaser hereunder. (c) The Transferor shall direct any jurisdictionagent or administrative agent for any Sale Portfolio originated or acquired by the Transferor to remit all payments and collections with respect to such Sale Portfolio and direct the Obligor with respect to such Sale Portfolio to remit all such payments and collections directly to the Collection Account. The Transferor will not make any change, or permit the Transferor to make any change, in its instructions to Obligors regarding payments to be made to the Transferor or payments to be made to the Collection Account, unless the Purchaser and the Administrative Agent have consented to such change. The Transferor shall take commercially reasonable care that only (x) funds constituting payments and collections relating to Sale Portfolio and (y) funds constituting amounts due to the Purchaser in connection with the repurchase of a Loan Asset required hereunder shall be deposited into the Collection Account. In the event any payments relating to any Sale Portfolio are remitted directly to the Transferor or any Affiliate of the Transferor, the Transferor will remit (or will cause all such payments to be remitted) directly to the Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, the Transferor will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Purchaser and its assignees. (d) To furnish At any time after the Representative with copies occurrence or declaration of the Registration Statement (including exhibits) and copies of Facility Maturity Date, the Prospectus as amended Purchaser, the Collateral Agent or supplemented in such quantities as the Representative Administrative Agent may from time to time reasonably request; and if direct the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus as amended or supplemented, Transferor to notify the Representative Obligors, at Transferor’s expense, of the Purchaser’s (or its assigns) or the Secured Parties’ interest in the Sale Portfolio under this Agreement and to prepare and furnish may direct that payments of all amounts due or that become due under any or all of the Sale Portfolio be made directly to the Representative as Purchaser (or its assigns), the Representative may from time to time reasonably request an amendment Collateral Agent or a supplement to the Prospectus which will correct such statement or omission or effect such complianceAdministrative Agent. (e) To make generally available The Transferor shall, not earlier than six months and not later than three months prior to Securityholders an earnings statement the fifth anniversary of the Trust complying with Rule 158 under the Act and covering a period date of at least twelve consecutive months beginning after the Effective Date filing of the Registration Statement UCC financing statement referred to in Section 3.1 or any other UCC financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, unless the Collection Date shall have occurred: (i) file or cause to be filed an appropriate continuation statement with respect to such UCC financing statement; and (ii) deliver or cause to be delivered to the Purchaser, the Collateral Agent and the Administrative Agent an opinion of the counsel for Transferor, in form and substance reasonably satisfactory to the Purchaser, the Collateral Agent and the Administrative Agent, confirming and updating the opinion delivered pursuant to Section 3.1 with respect to perfection and otherwise to the effect that the security interest hereunder continues to be an enforceable and perfected security interest, subject to no other Liens of record except as such date is defined in Rule 158(c) under the Act) as soon as practicable after such periodspecified therein, provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions. (f) To furnish The Transferor shall not (x) change its name, move the location of its principal place of business and chief executive office, change the offices where it keeps records concerning the Sale Portfolio, including without limitation the Records, from the address set forth under its name in Section 10.4, or change the jurisdiction of its formation, or, (y) subject to Section 2.14 of the Loan and Servicing Agreement, move, or consent to the Representative a copy Collateral Custodian moving, the Required Loan Documents and Loan Files from the location thereof on the initial Advance Date, unless the Transferor shall have provided the Administrative Agent with thirty (30) days’ written notice of such move and such Opinions of Counsel and other documents and instruments as the Administrative Agent may reasonably request in connection therewith and have taken all actions required under the UCC of each relevant jurisdiction in order to continue the first priority perfected security interest of the Registration Statement (which will be signed and will include all exhibits)Collateral Agent, each related preliminary prospectus, for the Prospectus and all amendments and supplements to such documentsbenefit of the Secured Parties, in each case as soon as available and in such quantities as such Underwriter reasonably requests for the purposes contemplated by the Act or the 1933 Act RegulationsSale Portfolio. (g) To pay The Transferor shall at all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of times maintain each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee office from which it services Sale Portfolio and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in principal executive office within the next succeeding sentence, each Underwriter will pay all United States of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the RepresentativeAmerica. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, The Transferor shall on or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver prior to the Representative the annual statements of compliance, the Annual Servicer's Certificate Closing Date mxxx its master data processing records and the annual independent certified public accountants' servicing reports furnished other books and records relating to the Trustee pursuant to Section 3.5 and Section 3.6Sale Portfolio, respectivelyincluding without limitation the Records, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From so that, from and after the Closing Date, not time of Sale under this Agreement of Sale Portfolio to take any action inconsistent with the Trust's ownership Purchaser and the grant of a security interest in such Sale Portfolio by the Purchaser to the Collateral Agent for the benefit of the Receivables Secured Parties under the Loan and Servicing Agreement, the Transferor’s master data processing records (including archives) and other than as permitted books and records that refer to such Sale Portfolio shall indicate clearly that such Sale Portfolio has been Purchased by the Pooling Purchaser hereunder and that a security interest therein has been granted by the Purchaser to the Collateral Agent, for the benefit of the Secured Parties, under the Loan and Servicing Agreement. (ji) To If the extentTransferor fails to perform any of its obligations hereunder, if anythe Purchaser, that the rating Collateral Agent or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and the Purchaser’s, the Collateral Agent’s or the Administrative Agent’s costs and expenses incurred in connection therewith shall be payable by the Transferor as provided in Section 9.1. The Transferor irrevocably authorizes each of the Purchaser, the Collateral Agent and the Administrative Agent at any time and from time to time at the Purchaser’s, the Collateral Agent’s or the Administrative Agent’s sole discretion and appoints each of the Purchaser, the Collateral Agent and the Administrative Agent as its attorney-in-fact to act on behalf of the Transferor (i) to file UCC financing statements on behalf of the Transferor, as debtor, necessary or desirable in the Purchaser’s, the Collateral Agent’s or the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchaser or the Collateral Agent in the Sale Portfolio and (ii) to file a carbon, photographic or other reproduction of this Agreement or any UCC financing statement with respect to the Offered Securities by Sale Portfolio as a UCC financing statement in such offices as the rating agency or agencies that initially rate Purchaser, the Offered Securities is conditional upon the furnishing of documents Collateral Agent or the taking Administrative Agent in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of any other actions by the interests of the Purchaser or the Collateral Agent in the Sale Portfolio. This appointment is coupled with an interest and is irrevocable. Section 5.2. Affirmative Covenants of the Transferor. From the Closing Date until the Collection Date: (a) Compliance with Law. The Transferor will comply with all Applicable Law in all material respects, including those applicable to furnish such documents and take the Transferor as a result of its interest in the Sale Portfolio or any such other actionspart thereof.

Covenants of the Transferor. The [s]. [The][Each] Transferor covenants and ------------------------------ agrees with each Underwriterthe Underwriters: (a) If required, to file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) of Rule 424(b) under the Act not later than the time specified therein. The [The][such] Transferor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment to the Registration Statement and to make no amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law supplemented prior to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the ProspectusClosing Date, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably objectsame; and during such same period to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective effective, or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities Notes or suspending any such qualification, promptly to use promptly its best efforts to obtain its withdrawal. (c) From Promptly from time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities Notes for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; Notes, provided that in connection therewith neither the [the][such] Transferor nor Metris shall will not be required to qualify as a foreign corporation or partnership, respectively, [corporation] [company] to do business, or to file a general consent to service of process in any jurisdiction, and provided further that the expense of maintaining any such qualification more than one year from the Closing Date with respect to such Notes shall be at the Representative's expense. (d) To furnish the Representative Underwriters with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if if, before a period of six months has elapsed after the Effective Date and the delivery of a prospectus shall will be at the time required by law in connection with sales of any Offered Securitiessuch Notes, either (i) any event shall have occurred occurs as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be becomes necessary during such same period to amend or supplement the Prospectus as amended or supplemented, to notify the Representative and to prepare and furnish to the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus which will correct that corrects such statement or omission or effect such compliance; and if any Underwriter is required by law to deliver a prospectus in connection with sales of any of such Notes at any time six months or more after the Closing Date, upon the Representative's request, but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representative may reasonably request of an amended or supplemented prospectus complying with Section 10(a)(3) of the Act. (e) To make generally available to Securityholders an earnings statement Noteholders of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning Issuer as soon as practicable after the Effective Date of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after ), an earnings statement of [the][such] Transferor complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning from such periodEffective Date. (f) To furnish to the Representative a copy copies of the Registration Statement (one of which will be signed and will include all exhibits), each related form of preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter the Representative may reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulationsrequest. (g) So long as any of the Notes are outstanding, to furnish the Representative copies of all reports or other communications (financial or other) furnished to Noteholders of the Issuer, and to deliver to the Representative during such same period, (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission, (ii) such additional information concerning the business and financial condition of [the][such] Transferor or the Trust as the Representative may from time to time reasonably request, and (iii) executed versions of the Transaction Documents. (h) To pay or cause to be paid all costs and expenses incident to the performance of the its obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereofhereunder, including filing any fees charged by the rating agency or rating agencies that initially rate the Notes, and the reasonable fees and disbursements of counsel for the Underwriters expenses incurred in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of distributing the preliminary prospectuses, prospectus and of the Prospectus and (including any amendments or and supplements thereto; (viithereto required within six months from the Effective Date pursuant to Section 5(d) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viiihereof) the fees of Xxxxx'x Investors Serviceit being understood that, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Sectionsubsection (h) and Section 9 hereof, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter Underwriters will pay all of its their own costs and expenses, including including, without limitation, the fees cost of its counselprinting any agreement among underwriters, transfer taxes on resale of any of the Offered Securities Notes by itthe Underwriters, and any advertising expenses connected with any offers it that the Underwriters may make. If this Agreement is terminated by Notwithstanding anything to the Representative contrary contained in accordance the foregoing, (i) the Underwriters will pay directly (A) all Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the provisions of Section 6 hereof, the Transferor state securities law qualifications and Metris, jointly any legal investment surveys; and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including (B) the reasonable fees and disbursements expenses of Sidley Austin Brown & Wood LLP, Underwriters' counsel, including fees relatxx xx xxx xxvelxxxxnt of the transaction structure described in the Registration Statement, and (ii) the Transferor[s] will pay (A) the Commission the filing fee with respect to the Notes; (B) all fees of any rating agencies rating the Notes; (C) all fees and expenses of the Indenture Trustee, and all reasonable fees and expenses of [________], counsel for to the RepresentativeIndenture Trustee; (D) all fees and expenses of the Owner Trustee, and all reasonable fees and expenses of ______, counsel to the Owner Trustee; (E) all fees and expenses of [_______] relating to the letter referred to in Section 6(a) of the Underwriting Agreement; (F) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Transfer and Servicing Agreement[s]; (G) the cost of printing any preliminary and final prospectus relating to the Notes, and the Registration Statement; and (H) any other fees and expenses incurred in connection with the performance of its obligations under the Underwriting Agreement. (hi) For a period from the date of this Agreement until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter shall the Underwriters cease to maintain a secondary market in the Offered SecuritiesNotes, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate compliance and the annual independent certified public accountants' servicing reports furnished to the Indenture Trustee pursuant to Section 3.5 Article III of [the][each] Transfer and Section 3.6Servicing Agreement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Indenture Trustee. (ij) From On or before the Closing Date, the Transferor[s] will cause Ford Credit's computer records relating to the Receivables contained in any Accounts to be marked to show the Issuer's absolute ownership of the Receivables, and from and after the Closing Date, not to Date neither the Transferor[s] nor the Servicer will take any action inconsistent with the TrustIssuer's ownership of the such Receivables other than as permitted by the Pooling Transfer and Servicing AgreementAgreement[s]. (jk) To the extent, if any, that the rating provided with respect to the Offered Securities Notes by the rating agency or agencies that initially rate the Offered Securities Notes is conditional upon the furnishing of documents or the taking of any other actions by the [the][such] Transferor, to [the][such] Transferor will furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor hereby covenants and --------------------------- agrees with each UnderwriterUnderwriter that: (a) If requiredprior to the execution of this Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Certificates and the terms thereof, the price at which such Certificates are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Underwriters and the Transferor may mutually agree, and which the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of the time specified therein. The Certificates, but the Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Certificates, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing unless it shall first have delivered copies of such amendments or supplements to the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment Representative, or supplement to which if the Representative shall have reasonably objectobjected thereto promptly after receipt thereof; and to the Transferor will immediately advise the Representative, promptly after it receives Representative and its counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Certificates or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky law, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts communication and to obtain as soon as possible its withdrawal.lifting, if issued; (cb) From if, at any time when the Prospectus is required to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by the Representative as described in Section 5(a) hereof) file with the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to the Representative as many copies of the Prospectus as amended or supplemented as the Representative may reasonably request; provided, however, that a consent by the ----------------- Representative to any amendment shall not constitute a waiver of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Certificates (the "Certificateholders"), in each case as soon as reasonably practicable and within the time specified by, a statement which will satisfy the provisions of, Section 11(a) of the Act and covering a period Rule 158 of the Commission, as applicable to and customary for asset backed securities generally, with respect to the Certificates; (d) the Transferor will make available to each Underwriter, at least twelve consecutive months beginning after the Effective Date its request, copies of the Registration Statement (as such date is defined in Rule 158(c) under and at least one copy, if not previously delivered to the Act) as soon as practicable after such period. (f) To furnish Representative, shall be delivered to the Representative a copy of the Registration Statement (which and will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus documents and exhibits thereto or incorporated by reference therein) and all amendments thereto and, so long as delivery of a Prospectus by an Underwriter or dealer may be required by the Act, the Prospectus, and all amendments thereto and supplements to such documentsthereto, in each case as soon as available and in such quantities as such Underwriter the Representative reasonably requests requests; (e) the Transferor will assist the Representative in arranging for the purposes contemplated qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative designates and will continue to assist the Representative in maintaining such qualifications in effect so long as required for the distribution and will file or cause to be filed such statements and reports with respect to the distribution as may be required by the Act laws of each jurisdiction in which the Certificates have been qualified as provided above; provided, however, that neither the Transferor nor the ----------------- Trust shall be required to qualify to do business in any jurisdiction where it is now not qualified or the 1933 Act Regulations.to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process; (gf) To except as otherwise specified in this Agreement, the Transferor will pay all expenses incident to the performance of the its obligations under this Agreement, including: (i) Agreement and will reimburse the word processing, printing and filing Underwriters for any expenses reasonably incurred by them in connection with qualification of the Registration Statement Certificates and determination of their eligibility for investment under the laws of such jurisdictions as originally filed the Representative may designate and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparationmemoranda relating thereto, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable for any fees and disbursements of counsel and accountants charged by investment rating agencies for the Transferor; (v) the qualification rating of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereofsuch Certificates, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative and, to the extent previously agreed upon with the Representative., for reasonable expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters and the reasonable fees and disbursements of the Underwriter's counsel; (hg) For a period from the date of this Agreement until the retirement of the Offered SecuritiesTransferor will, for so long as Certificates purchased pursuant hereto remain outstanding, deliver or until such time as each Underwriter shall cease cause to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver be delivered to the Representative copies of the annual statements of compliance, the Annual Servicerservicer's Certificate certificate and the annual independent certified public accountants' servicing reports furnished delivered to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement.; and (jh) To the extentTransferor will, if anywithin 120 days after the end of the current fiscal year of the Trust, that cause the rating provided Class A Certificates to be registered in accordance with respect to Section 12(b) or 12(g) of the Offered Securities by Exchange Act of 1934, as amended (the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions"Exchange Act").

Covenants of the Transferor. The Transferor hereby covenants and --------------------------- agrees with each UnderwriterUnderwriter that: (a) If requiredprior to the execution of this Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Certificates and the terms thereof, the price at which such Certificates are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Underwriters and the Transferor may mutually agree, and which the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of the time specified therein. The Certificates, but the Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Certificates, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing unless it shall first have delivered copies of such amendments or supplements to the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment Representative, or supplement to which if the Representative shall have reasonably objectobjected thereto promptly after receipt thereof; and to the Transferor will immediately advise the Representative, promptly after it receives Representative and its counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Certificates or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky law, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts communication and to obtain as soon as possible its withdrawal.lifting, if issued; (cb) From if, at any time when the Prospectus is required to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by the Representative as described in Section 5(a) hereof) file with the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to the Representative as many copies of the Prospectus as amended or supplemented as the Representative may reasonably request; provided, however, that a consent by the -------- ------- Representative to any amendment shall not constitute a waiver of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Certificates (the "Certificateholders"), in each case as soon as reasonably practicable and within the time specified by, a statement which will satisfy the provisions of, Section 11(a) of the Act and covering a period Rule 158 of the Commission, as applicable to and customary for asset backed securities generally, with respect to the Certificates; (d) the Transferor will make available to each Underwriter, at least twelve consecutive months beginning after the Effective Date its request, copies of the Registration Statement (as such date is defined in Rule 158(c) under and at least one copy, if not previously delivered to the Act) as soon as practicable after such period. (f) To furnish Representative, shall be delivered to the Representative a copy of the Registration Statement (which and will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus documents and exhibits thereto or incorporated by reference therein) and all amendments thereto and, so long as delivery of a Prospectus by an Underwriter or dealer may be required by the Act, the Prospectus, and all amendments thereto and supplements to such documentsthereto, in each case as soon as available and in such quantities as such Underwriter the Representative reasonably requests requests; (e) the Transferor will assist the Representative in arranging for the purposes contemplated qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Representative designates and will continue to assist the Representative in maintaining such qualifications in effect so long as required for the distribution and will file or cause to be filed such statements and reports with respect to the distribution as may be required by the Act laws of each jurisdiction in which the Certificates have been qualified as provided above; provided, however, that neither the Transferor nor the Trust shall -------- ------- be required to qualify to do business in any jurisdiction where it is now not qualified or the 1933 Act Regulations.to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process; (gf) To except as otherwise specified in this Agreement, the Transferor will pay all expenses incident to the performance of the its obligations under this Agreement, including: (i) Agreement and will reimburse the word processing, printing and filing Underwriters for any expenses reasonably incurred by them in connection with qualification of the Registration Statement Certificates and determination of their eligibility for investment under the laws of such jurisdictions as originally filed the Representative may designate and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparationmemoranda relating thereto, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable for any fees and disbursements of counsel and accountants charged by investment rating agencies for the Transferor; (v) the qualification rating of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereofsuch Certificates, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative and, to the extent previously agreed upon with the Representative., for reasonable expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters and the reasonable fees and disbursements of the Underwriter's counsel; and (hg) For a period from the date of this Agreement until the retirement of the Offered SecuritiesTransferor will, for so long as Certificates purchased pursuant hereto remain outstanding, deliver or until such time as each Underwriter shall cease cause to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver be delivered to the Representative copies of the annual statements of compliance, the Annual Servicerservicer's Certificate certificate and the annual independent certified public accountants' servicing reports furnished delivered to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor covenants to First Sierra, the Indenture Trustee, the Note Insurer, the Letter of Credit Bank, the Issuer, the Owner Trustee and agrees with each UnderwriterPSSFC as follows: (a) If required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Transferor will advise shall cooperate with PSSFC, the Underwriters promptly Issuer and the firm of any such filing pursuant independent certified public accountants retained with respect to Rule 424(b)the issuance of the Notes in making available all information and taking all steps reasonably necessary to permit the accountants' letters required hereunder to be delivered within the times set for delivery herein. (b) To file no amendment The Transferor agrees to satisfy or cause to be satisfied on or prior to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy Closing Date all of the proposed form thereof and providing conditions to PSSFC's obligations set forth in Section 5.01 hereof that are within the Representative with a reasonable opportunity to review the same and not to file any such amendment Transferor's (or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawalagents') control. (c) From time The Transferor hereby agrees to time do all acts, transactions, and things and to take such action execute and deliver all agreements, documents, instruments, and papers by and on behalf of the Transferor as the Representative Issuer or its respective counsel may reasonably request in order to qualify consummate the Offered Securities transfer of the Transferred Property to the Issuer and the subsequent pledge thereof to the Indenture Trustee for offering the benefit of the Noteholders, the Note Insurer and the Letter of Credit Bank, as their interests may appear, and the rating, issuance and sale under of the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdictionNotes. (d) To furnish The Transferor hereby agrees to arrange separately for the Representative with copies payment by a Person other than PSSFC to (i) the Indenture Trustee, (ii) the Owner Trustee, (iii) the Note Insurer and (iv) the Letter of the Registration Statement (including exhibits) Credit Bank of all of their fees and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law expenses in connection with sales the transactions contemplated by the Offering Documents. For the avoidance of any Offered Securitiesdoubt, either (i) any event shall have occurred as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make parties hereto acknowledge that it is the statements therein, in the light intention of the circumstances under which they were madeparties that PSSFC shall not pay any of the Indenture Trustee's, not misleadingthe Owner Trustee's, the Note Insurer's or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus as amended or supplemented, to notify Letter of Credit Bank's fees and expenses in connection with the Representative and to prepare and furnish to transactions contemplated by the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus which will correct such statement or omission or effect such complianceOffering Documents. (e) To make generally available The Transferor shall execute and file such financing statements and cause to Securityholders an earnings statement be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain, and protect the respective right, title and interest of the Trust complying with Rule 158 under in the Act and covering a period of at least twelve consecutive months beginning after the Effective Date of the Registration Statement Conveyed Assets. The Transferor shall deliver (as such date is defined in Rule 158(cor cause to be delivered) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits)Owner Trustee file-stamped copies of, each related preliminary prospectusor filing receipts for, the Prospectus and all amendments and supplements to such documentsany document filed as provided above, in each case as soon as available and in following such quantities as such Underwriter reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulationsfiling. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriter--------------------------- the Underwriters: (a) If required, to file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) of the Rule 424(b) not later than the time specified therein. The Transferor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment to the Registration Statement and to make no amendment or any supplement to the Registration Statement or to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law supplemented prior to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the ProspectusClosing Date, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably objectsame; and during such same period to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any an amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities Certificates for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities Prospectus or suspending any such qualification, promptly to use promptly its best efforts to obtain its withdrawal. (c) From Promptly from time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities Certificates for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; Certificates, provided that in connection therewith neither the Transferor nor Metris shall not be required to qualify as a foreign corporation or partnership, respectively, limited liability company to do business, or to file a general consent to service of process in any jurisdiction, and provided further that the expense of maintaining any such qualification more than one year from the Closing Date with respect to such Certificates shall be at the Representative's expense. (d) To furnish the Representative Underwriters with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if if, before a period of six months shall have elapsed after the Effective Date and the delivery of a prospectus the Prospectus shall be at the time required by law in connection with sales of any Offered Securitiessuch Certificates, either (i) any event shall have occurred as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus as amended or supplemented, to notify the Representative and to prepare and furnish to the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus which that will correct such statement or omission or effect such compliance; and in case any Underwriter is required by law to deliver a prospectus in connection with sales of any of such Certificates at any time six months or more after the Closing Date, upon the Representative's request, but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representative may request of the amended or supplemented Prospectus complying with Section 10(a)(3) of the Act. (e) To make generally available to Securityholders an earnings statement Certificateholders of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning as soon as practicable after the Effective Date of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable ), an earnings statement of the Transferor complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after such periodEffective Date. (f) To The Transferor will furnish to the Representative a copy copies of the Registration Statement (one of which will be signed and will include all exhibits), each form of related preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter the Representative reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulationsrequests. (g) So long as any of the Certificates are outstanding, to furnish the Representative copies of all reports or other communications (financial or other) furnished to Certificateholders of the Trust, and to deliver to the Representative during such same period, (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission and (ii) such additional information concerning the business and financial condition of the Transferor as the Representative may from time to time reasonably request. (h) To pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder including any fees charged by the obligations under this Agreementrating agency or rating agencies that initially rate the Certificates, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees expenses incurred in distributing preliminary prospectuses and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and (including any amendments or and supplements thereto; (viithereto required within six months from the Effective Date pursuant to Section 5(d) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viiihereof) the fees of Xxxxx'x Investors Serviceit being understood that, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Sectionparagraph (h) and Section 9 hereof, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter Underwriters will pay all of its their own costs and expenses, including including, without limitation, the fees cost of its counselprinting any agreement among underwriters, transfer taxes on resale of any of the Offered Securities Certificates by itthe Underwriters, and any advertising expenses connected with any offers it that the Underwriters may make. If this Agreement is terminated by Notwithstanding anything to the Representative contrary contained in accordance the foregoing, (i) the Underwriters shall pay directly (A) all Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the provisions of Section 6 hereof, the Transferor state securities law qualifications and Metris, jointly any legal investment surveys; and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including (B) the reasonable fees and disbursements expenses of Brown & Wood LLP as Underwriters' counsel and (ii) the Transferor shall pay (A) the Commission the filing fee with respect to the Certificates; (B) all fees of any rating agencies rating the Certificates; (C) all fees and expenses of the Trustee; (D) all reasonable fees and expenses of counsel for to the RepresentativeTrustee; (E) all fees and expenses of [Accountants] relating to the letter referred to in Section 6(a) of the Underwriting Agreement; (F) all fees and expenses of accountants incurred in connection with the delivery of any accountant's or auditor's reports required pursuant to the Pooling and Servicing Agreement; (G) the cost of printing any preliminary and final prospectus relating to the Certificates, and the Registration Statement; and (H) any other fees and expenses incurred in connection with the performance of its obligations under the Underwriting Agreement. (hi) For a period from the date of this Agreement until the retirement of the Offered SecuritiesCertificates, or until such time as each Underwriter the Underwriters shall cease to maintain a secondary market in the Offered SecuritiesCertificates, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate compliance and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, Article III of the P&S Pooling and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement Servicing Agreement, as soon as such statements and reports are furnished to the Trustee. (ij) From On or before the Closing Date, the Transferor shall cause Ford Credit's computer records relating to the Receivables contained in any Accounts to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date, not to Date neither the Transferor nor the Master Servicer shall take any action inconsistent with the Trust's ownership of the such Receivables other than as permitted by the Pooling and Servicing Agreement. (jk) To the extent, if any, that the rating provided with respect to the Offered Securities Certificates by the rating agency or agencies that initially rate the Offered Securities Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to the Transferor shall furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor hereby covenants and agrees with each UnderwriterUnderwriter that: (a) If requiredprior to the execution of this Agreement, the Transferor will prepare a Prospectus setting forth the amount of Certificates and the terms thereof, the price at which such Certificates are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of the time specified therein. The Certificates, but the Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Certificates, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy unless it shall first have delivered copies of the proposed form thereof and providing the Representative with a reasonable opportunity such amendments or supplements to review the same and not to file any such amendment you, or supplement to which the Representative if you shall have reasonably object; and to advise the Representative, objected thereto promptly after it receives receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Certificates or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky law, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts communication and to obtain as soon as possible its withdrawal.lifting, if issued; (cb) From if, at any time when the Prospectus is required to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by you as described in Section 5(a) hereof) file with the Representative as the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to you as many copies of the Prospectus as amended or supplemented as you may reasonably request; provided, however, that your consent to any amendment shall not constitute a waiver of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Certificates (the "Certificateholders"), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11(a) of the Act and covering a period Rule 158 of at least twelve consecutive months beginning after the Effective Date Commission with respect to the Certificates; (d) the Transferor will furnish to each Underwriter copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish at least one copy to the Representative a copy of the Registration Statement (which be delivered to each Underwriter will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus documents and exhibits thereto or incorporated by reference therein) and all amendments thereto and, so long as delivery of a Prospectus by an Underwriter dealer may required by the Act, the Prospectus, and all amendments thereto and supplements to such documentsthereto, in each case as soon as available and in such quantities as such Underwriter you reasonably requests request; (e) the Transferor will assist you in arranging for the purposes contemplated qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you designate and will continue to assist you in maintaining such qualifications in effect so long as required for the distribution and will file or cause to be filed such statements and reports with respect to the distribution as may be required by the Act laws of each jurisdiction in which the Certificates have been qualified as provided above; provided, however, that neither the Transferor nor the Trust shall be required to qualify to do business in any jurisdiction where it is now not qualified or the 1933 Act Regulations.to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process; (gf) To except as otherwise specified in this Agreement, the Transferor will pay all expenses incident to the performance of the its obligations under this Agreement, including: (i) Agreement and will reimburse the word processing, printing and filing Underwriters for any expenses reasonably incurred by them in connection with qualification of the Registration Statement Certificates and determination of their eligibility for investment under the laws of such jurisdictions as originally filed and of each amendment thereto; you may designate (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the including reasonable fees and disbursements of counsel the Underwriters' counsel) and accountants the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the Transferor; (v) the qualification rating of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereofsuch Certificates and, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment theretoextent previously agreed upon with you, of the preliminary prospectuses, and of for expenses incurred in distributing the Prospectus and (including any amendments or and supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered SecuritiesUnderwriters; and (ixg) the fees and expenses Transferor will, for so long as Certificates purchased pursuant hereto remain outstanding, deliver or cause to be delivered to you copies of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicerservicer's Certificate certificate and the annual independent certified public accountants' servicing reports furnished delivered to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor hereby covenants and agrees with each Underwriteryou and the several Underwriters participating in the applicable offering of the Notes that: (a) If requiredimmediately following the execution of each Terms Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Notes covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which such Notes are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which such Notes are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of such Notes, but the time specified therein. The Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Notes, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy unless it shall first have delivered copies of the proposed form thereof and providing the Representative with a reasonable opportunity such amendments or supplements to review the same and not to file any such amendment you, or supplement to which the Representative if you shall have reasonably object; and to advise the Representative, objected thereto promptly after it receives receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Notes or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky laws, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of communication and to obtain as soon as possible its lifting, if issued; (b) if, at any order preventing or suspending the use of any prospectus time when a Prospectus relating to the Offered Securities or suspending any such qualification, promptly Notes is required to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by you as described in Section 5(a) hereof) file with the Representative as the Representative may from time to time reasonably request Commission, at its own expense, an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to you as many copies of the Prospectus as amended or supplemented as you may reasonably request; provided, however, that your consent to any amendment shall not constitute a waiver of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Notes (the "Noteholders") of the related Series (the Noteholders being the applicable Clearing Agency in the case of Book-Entry Notes), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11(a) of the Act and covering a period Rule 158 of at least twelve consecutive months beginning after the Effective Date Commission with respect to the related Series of Notes; (d) the Transferor will furnish to each Underwriter copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish at least one copy to the Representative a copy of the Registration Statement (which be delivered to each Underwriter will be signed and will include all exhibitsdocuments and exhibits thereto or incorporated by reference therein), each related preliminary prospectusthe Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter you reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment theretorequest; (iie) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants Transferor will assist you in arranging for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees Notes for sale and the reasonable fees determination of their eligibility for investment under the laws of such jurisdictions as you designate and disbursements of counsel will continue to assist you in maintaining such qualifications in effect so long as required for the Underwriters in connection therewith distribution and in connection will file or cause to be filed such statements and reports with the preparation of the Blue Sky Survey; (vi) the printing and delivery respect to the Underwriters of copies of distribution as may be required by the Registration Statement as originally filed and laws of each amendment thereto, of jurisdiction in which the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered SecuritiesNotes have been qualified as provided above; and (ix) the fees and expenses of the Trustee and its counsel. It is understoodprovided, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, neither the Transferor and Metris, jointly and severally, nor the Trust shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, be required to qualify to do business in any jurisdiction where it is now not qualified or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership which would subject it to general or unlimited service of the Receivables other than as permitted by the Pooling and Servicing Agreement.process in any jurisdiction in which it is now not subject to service of process; (jf) To the extent, if any, that the rating provided with respect to the Offered Securities by extent that any rating necessary to satisfy the rating agency or agencies that initially rate the Offered Securities condition set forth in Section 6(c) hereof is conditional conditioned upon the furnishing of documents or the taking of any other actions by the TransferorTransferor on or after the Delivery Date, to the Transferor shall furnish such documents and take any such other actionsaction; (g) except as otherwise specified in the related Terms Agreement, the Transferor will pay all expenses incident to the performance of its obligations under this Agreement and the related Terms Agreement and will reimburse the Underwriters for any expenses reasonably incurred by them in connection with qualification of the related Series of Notes and determination of their eligibility for investment under the laws of such jurisdictions as you may designate (including reasonable fees and disbursements of the Underwriters' counsel) and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of such Notes and, to the extent previously agreed upon with you, for expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters; and (h) the Transferor will, for so long as Notes purchased pursuant thereto remain outstanding, deliver or cause to be delivered to you (i) copies of the annual servicer's certificate and the annual accountants' reports delivered to the Indenture Trustee pursuant to the Pooling and Servicing Agreement or the Transfer and Servicing Agreement, as applicable, promptly after such reports are delivered to the Indenture Trustee, and (ii) a copy of the statement described in Section 5(c) hereof promptly after such statements are delivered to Noteholders.

Covenants of the Transferor. The Transferor hereby covenants and --------------------------- agrees with each Underwriteryou and the several Underwriters participating in the applicable offering of the Certificates that: (a) If requiredimmediately following the execution of each Terms Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which such Certificates are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of such Certificates, but the time specified therein. The Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Certificates, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy unless it shall first have delivered copies of the proposed form thereof and providing the Representative with a reasonable opportunity such amendments or supplements to review the same and not to file any such amendment you, or supplement to which the Representative if you shall have reasonably object; and to advise the Representative, objected thereto promptly after it receives receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Certificates or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky laws, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of communication and to obtain as soon as possible its lifting, if issued; (b) if, at any order preventing or suspending the use of any prospectus time when a Prospectus relating to the Offered Securities or suspending any such qualification, promptly Certificates is required to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by you as described in Section 5(a) hereof) file with the Representative as the Representative may from time to time reasonably request Commission, at its own expense, an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to you as many copies of the Prospectus as amended or supplemented as you may reasonably request; provided, however, that your consent to any -------- ------- amendment shall not constitute a waiver of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Certificates (the "Certificateholders") of the related Series (the Certificateholders being the applicable Clearing Agency in the case of Book-Entry Certificates), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11(a) of the Act and covering a period Rule 158 of at least twelve consecutive months beginning after the Effective Date Commission with respect to the related Series of Certificates; (d) the Transferor will furnish to each Underwriter copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish at least one copy to the Representative a copy of the Registration Statement (which be delivered to each Underwriter will be signed and will include all exhibitsdocuments and exhibits thereto or incorporated by reference therein), each related preliminary prospectusthe Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter you reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment theretorequest; (iie) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants Transferor will assist you in arranging for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees Certificates for sale and the reasonable fees determination of their eligibility for investment under the laws of such jurisdictions as you designate and disbursements of counsel will continue to assist you in maintaining such qualifications in effect so long as required for the Underwriters in connection therewith distribution and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery will file or cause to the Underwriters of copies of the Registration Statement as originally be filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished with respect to the Trustee. (i) From and after distribution as may be required by the Closing Datelaws of each jurisdiction in which the Certificates have been qualified as provided above; provided, however, -------- ------- that neither the Transferor nor the Trust shall be required to qualify to do business in any jurisdiction where it is now not qualified or to take any action inconsistent with the Trust's ownership which would subject it to general or unlimited service of the Receivables other than as permitted by the Pooling and Servicing Agreement.process in any jurisdiction in which it is now not subject to service of process; (jf) To the extent, if any, that the rating provided with respect to the Offered Securities by extent that any rating necessary to satisfy the rating agency or agencies that initially rate the Offered Securities condition set forth in Section 6(c) hereof is conditional conditioned upon the furnishing of documents or the taking of any other actions by the TransferorTransferor on or after the Delivery Date, to the Transferor shall furnish such documents and take any such other actionsaction; (g) except as otherwise specified in the related Terms Agreement, the Transferor will pay all expenses incident to the performance of its obligations under this Agreement and the related Terms Agreement and will reimburse the Underwriters for any expenses reasonably incurred by them in connection with qualification of the related Series of Certificates and determination of their eligibility for investment under the laws of such jurisdictions as you may designate (including reasonable fees and disbursements of the Underwriters' counsel) and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of such Certificates and, to the extent previously agreed upon with you, for expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters; and (h) the Transferor will, for so long as Certificates purchased pursuant thereto remain outstanding, deliver or cause to be delivered to you (i) copies of the annual servicer's certificate and the annual accountants' reports delivered to the Trustee pursuant to the Pooling and Servicing Agreement promptly after such reports are delivered to the Trustee, and (ii) a copy of the Statement described in Section 5(c) hereof promptly after such statements are delivered to Certificateholders.

Covenants of the Transferor. The Transferor hereby covenants and --------------------------- agrees with each UnderwriterUnderwriter that: (a) If requiredprior to the execution of this Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Certificates and the terms thereof, the price at which such Certificates are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Underwriters and the Transferor may mutually agree, and which the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of the time specified therein. The Certificates, but the Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Certificates, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy unless it shall first have delivered copies of the proposed form thereof and providing the Representative with a reasonable opportunity such amendments or supplements to review the same and not to file any such amendment you, or supplement to which the Representative if you shall have reasonably object; and to advise the Representative, objected thereto promptly after it receives receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Certificates or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky law, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts communication and to obtain as soon as possible its withdrawal.lifting, if issued; (cb) From if, at any time when the Prospectus is required to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by you as described in Section 5(a) hereof) file with the Representative as the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to you as many copies of the Prospectus as amended or supplemented as you may reason ably request; provided, --------- however, that your consent to any amendment shall not constitute a waiver ------- of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Certificates (the "Certificate holders"), in each case as soon as reasonably practicable and within the time specified by, a statement which will satisfy the provisions of, Section 11(a) of the Act and covering a period Rule 158 of at least twelve consecutive months beginning after the Effective Date Commission with respect to the Certificates; (d) the Transferor will furnish to each Under writer copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish at least one copy to be delivered to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus documents and exhibits thereto or incorporated by reference therein) and all amendments thereto and, so long as delivery of a Prospectus by an Underwriter or dealer may be required by the Act, the Prospectus, and all amendments thereto and supplements to such documentsthereto, in each case as soon as available and in such quantities as such Underwriter you reasonably requests request; (e) the Transferor will assist you in arranging for the purposes contemplated qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you designate and will continue to assist you in maintaining such qualifications in effect so long as required for the distribution and will file or cause to be filed such statements and reports with respect to the distribution as may be required by the Act laws of each jurisdiction in which the Certificates have been qualified as provided above; provided, however, that neither the Transferor ----------------- nor the Trust shall be required to qualify to do business in any jurisdiction where it is now not qualified or the 1933 Act Regulations.to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process; (gf) To except as otherwise specified in this Agreement, the Transferor will pay all expenses incident to the performance of the its obligations under this Agreement, including: (i) Agreement and will reimburse the word processing, printing and filing Underwriters for any expenses reasonably incurred by them in connection with qualification of the Registration Statement Certificates and determination of their eligibility for investment under the laws of such jurisdictions as originally filed you may designate and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) memoranda relating thereto, for any fees charged by investment rating agencies for the preparationrating of such Certificates and, printing, issuance and delivery of the Offered Securities to the Underwriters; extent previously agreed upon with you, for reasonable expenses incurred in distributing the Prospectus (ivincluding any amendments and supplements thereto) to the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees Underwriters and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & PoorUnderwriter's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securitiescounsel; and (ixg) the fees and expenses Transferor will, for so long as Certificates purchased pursuant hereto remain outstanding, deliver or cause to be delivered to you copies of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicerservicer's Certificate certificate and the annual independent certified public accountantsaccount ants' servicing reports furnished delivered to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor hereby covenants and agrees --------------------------- with each Underwriteryou and the several Underwriters participating in the applicable offering of the Certificates that: (a) If requiredimmediately following the execution of each Terms Agreement, the Transferor will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which such Certificates are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of such Certificates, but the time specified therein. The Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Certificates, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy unless it shall first have delivered copies of the proposed form thereof and providing the Representative with a reasonable opportunity such amendments or supplements to review the same and not to file any such amendment you, or supplement to which the Representative if you shall have reasonably object; and to advise the Representative, objected thereto promptly after it receives receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Certificates or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky laws, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of communication and to obtain as soon as possible its lifting, if issued; (b) if, at any order preventing or suspending the use of any prospectus time when a Prospectus relating to the Offered Securities or suspending any such qualification, promptly Certificates is required to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by you as described in Section 5(a) hereof) file with the Representative as the Representative may from time to time reasonably request Commission, at its own expense, an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to you as many copies of the Prospectus as amended or supplemented as you may reasonably request; provided, however, that your consent to any -------- ------- amendment shall not constitute a waiver of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Certificates (the "Certificateholders") of the related Series (the Certificateholders being the applicable Clearing Agency in the case of Book-Entry Certificates), in each case as soon as practicable, a statement which will satisfy the provisions of Section 11(a) of the Act and covering a period Rule 158 of at least twelve consecutive months beginning after the Effective Date Commission with respect to the related Series of Certificates; (d) the Transferor will furnish to each Underwriter copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish at least one copy to the Representative a copy of the Registration Statement (which be delivered to each Underwriter will be signed and will include all exhibitsdocuments and exhibits thereto or incorporated by reference therein), each related preliminary prospectusthe Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter you reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment theretorequest; (iie) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants Transferor will assist you in arranging for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees Certificates for sale and the reasonable fees determination of their eligibility for investment under the laws of such jurisdictions as you designate and disbursements of counsel will continue to assist you in maintaining such qualifications in effect so long as required for the Underwriters in connection therewith distribution and in connection will file or cause to be filed such statements and reports with the preparation of the Blue Sky Survey; (vi) the printing and delivery respect to the Underwriters of copies of distribution as may be required by the Registration Statement as originally filed and laws of each amendment thereto, of jurisdiction in which the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered SecuritiesCertificates have been qualified as provided above; and (ix) the fees and expenses of the Trustee and its counsel. It is understoodprovided, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, neither the Transferor and Metris, jointly and severally, -------- ------- nor the Trust shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, be required to qualify to do business in any jurisdiction where it is now not qualified or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership which would subject it to general or unlimited service of the Receivables other than as permitted by the Pooling and Servicing Agreement.process in any jurisdiction in which it is now not subject to service of process; (jf) To the extent, if any, that the rating provided with respect to the Offered Securities by extent that any rating necessary to satisfy the rating agency or agencies that initially rate the Offered Securities condition set forth in Section 6(c) hereof is conditional conditioned upon the furnishing of documents or the taking of any other actions by the TransferorTransferor on or after the Delivery Date, to the Transferor shall furnish such documents and take any such other actionsaction; (g) except as otherwise specified in the related Terms Agreement, the Transferor will pay all expenses incident to the performance of its obligations under this Agreement and the related Terms Agreement and will reimburse the Underwriters for any expenses reasonably incurred by them in connection with qualification of the related Series of Certificates and determination of their eligibility for investment under the laws of such jurisdictions as you may designate (including reasonable fees and disbursements of the Underwriters' counsel) and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of such Certificates and, to the extent previously agreed upon with you, for expenses incurred in distributing the Prospectus (including any amendments and supplements thereto) to the Underwriters; and (h) the Transferor will, for so long as Certificates purchased pursuant thereto remain outstanding, deliver or cause to be delivered to you (i) copies of the annual servicer's certificate and the annual accountants' reports delivered to the Trustee pursuant to the Pooling and Servicing Agreement promptly after such reports are delivered to the Trustee, and (ii) a copy of the Statement described in Section 5(c) hereof promptly after such statements are delivered to Certificateholders.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriter: (a) If required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Transferor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided provided, that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus as amended or supplemented, to notify the Representative and to prepare and furnish to the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (e) To make generally available to Securityholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date of the Registration Statement (as such date is defined in Rule 158(c158 (c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits)) , each related preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody'sXxxxx'x") and Standard & Poor's Ratings Services, a Division division of the McGraw Hill Companies, Inc. ("S&P") and any other Rating Agencies rating the Offered Securities for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 1999- Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor hereby covenants and agrees with each UnderwriterUnderwriter that: (a) If requiredprior to the execution of this Agreement, the Transferor will prepare a Prospectus setting forth the amount of Certificates and the terms thereof, the price at which such Certificates are to file be purchased by the Prospectus Underwriters from the Transferor, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concessions and allowances, if any, and such other information as the Underwriters and the Transferor may mutually agree, and which the Transferor deems appropriate in connection with the Commission pursuant to and in accordance with Rule 424(b) not later than offering of the time specified therein. The Certificates, but the Transferor will advise the Underwriters promptly of not file any such filing pursuant to Rule 424(b). (b) To file no amendment amendments to the Registration Statement and as in effect with respect to make no amendment the Certificates, or any supplement amendments or supplements to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy unless it shall first have delivered copies of the proposed form thereof and providing the Representative with a reasonable opportunity such amendments or supplements to review the same and not to file any such amendment you, or supplement to which the Representative if you shall have reasonably object; and to advise the Representative, objected thereto promptly after it receives receipt thereof; the Transferor will immediately advise you and your counsel (i) when notice thereof, of is received from the time when Commission that any post-effective amendment to the Registration Statement has been filed become or becomes will become effective and (ii) of any order or any supplement communication suspending or preventing, or threatening to suspend or prevent, the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, offer and sale of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, Certificates or of any request proceedings or examinations that may lead to such an order or communication, whether by or of the Commission for or any authority administering any state securities or Blue Sky law, as soon as practicable after the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; andTransferor is advised thereof, in the event of and will use every reasonable effort both to prevent the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts communication and to obtain as soon as possible its withdrawal.lifting, if issued; (cb) From if, at any time when the Prospectus is required to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended to comply with the Act or supplementedthe Rules and Regulations, to notify the Representative and to Transferor will promptly prepare and furnish (subject to review and no reasonable objection by you as described in Section 5(a) hereof) file with the Representative as the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance.compliance and, within two Business Days thereafter, furnish to you as many copies of the Prospectus as amended or supplemented as you may reasonably request; provided, however, that your consent to any amendment shall not constitute a waiver of any of the conditions of Section 6 hereof; (ec) To the Transferor will make generally available to Securityholders an earnings statement the holders of the Trust complying with Rule 158 under Certificates (the "Certificateholders"), in each case as soon as reasonably practicable and within the time specified by, a statement which will satisfy the provisions of, Section 11(a) of the Act and covering a period Rule 158 of at least twelve consecutive months beginning after the Effective Date Commission with respect to the Certificates; (d) the Transferor will furnish to each Underwriter copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish at least one copy to be delivered to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus documents and exhibits thereto or incorporated by reference therein) and all amendments thereto and, so long as delivery of a Prospectus by an Underwriter or dealer may be required by the Act, the Prospectus, and all amendments thereto and supplements to such documentsthereto, in each case as soon as available and in such quantities as such Underwriter you reasonably requests request; (e) the Transferor will assist you in arranging for the purposes contemplated qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you designate and will continue to assist you in maintaining such qualifications in effect so long as required for the distribution and will file or cause to be filed such statements and reports with respect to the distribution as may be required by the Act laws of each jurisdiction in which the Certifi catex xxxe been qualified as provided above; provided, however, that neither the Transferor nor the Trust shall be required to qualify to do business in any jurisdiction where it is now not qualified or the 1933 Act Regulations.to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is now not subject to service of process; (gf) To except as otherwise specified in this Agreement, the Transferor will pay all expenses incident to the performance of the its obligations under this Agreement, including: (i) Agreement and will reimburse the word processing, printing and filing Underwriters for any expenses reasonably incurred by them in connection with qualification of the Registration Statement Certificates and determination of their eligibility for investment under the laws of such jurisdictions as originally filed you may designate and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) memoranda relating thereto, for any fees charged by investment rating agencies for the preparationrating of such Certificates and, printing, issuance and delivery of the Offered Securities to the Underwriters; extent previously agreed upon with you, for reasonable expenses incurred in distributing the Prospectus (ivincluding any amendments and supplements thereto) to the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees Underwriters and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & PoorUnderwriter's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securitiescounsel; and (ixg) the fees and expenses Transferor will, for so long as Certificates purchased pursuant hereto remain outstanding, deliver or cause to be delivered to you copies of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicerservicer's Certificate certificate and the annual independent certified public accountants' servicing reports furnished delivered to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor (and, with respect to clauses (i) and (j), VW Credit) covenants and agrees with each Underwriterthe Underwriters that: (a) If requirednot already effective, the Transferor will use its best efforts to cause the Registration Statement, and any amendment thereto, to become effective. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Transferor will file the Prospectus Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with Rule 424(b) not later than the applicable Rules and Regulations within the time specified thereinperiod prescribed. The Transferor will advise the Underwriters you promptly of any such filing pursuant to Rule 424(b), or deemed effectiveness pursuant to Rule 462. (b) To file no The Transferor will advise you promptly of: (i) any proposal to amend or supplement the Registration Statement as filed, or the Prospectus, and will not effect such amendment or supplement without first furnishing to you a copy of each such proposed amendment or supplement and obtaining your consent, which consent will not unreasonably be withheld, (ii) any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) the effectiveness of the Registration Statement, or of any amendment or supplement thereto or to the Prospectus, and (iv) the issuance by the Commission or, if the Transferor has knowledge thereof, by any authority administering any state securities or blue sky laws of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose, and the Transferor will use its best efforts to prevent the issuance of any such stop order and to make no amendment or obtain as soon as possible the lifting of any supplement to the Prospectus as amended or supplemented, orissued stop order. (c) If, during such the period as a in which the Prospectus is required by law (in the opinion of counsel for the Representative) to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus Prospectus, as then amended or supplemented, would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended or supplementedto comply with the Securities Act, to notify the Representative and to Transferor (in compliance with clause (b)) promptly will prepare and furnish file, or cause to be prepared and filed, with the Representative as the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or effect such compliance. Any such filing shall not operate as a waiver or limitation of any rights of the Underwriters hereunder. (ed) To As soon as practicable, but not later than sixteen months after the original effective date of the Registration Statement, the Transferor will cause the Trust to make generally available to Securityholders holders of the Notes (each, a “Noteholder") an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act and all applicable Rules and Regulations (including Rule 158 under the Securities Act). (e) The Transferor will deliver to the Underwriters, without charge, copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy two of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectusPreliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities and to such recipients as any Underwriter shall request (it being hereby understood that, unless the Representative agrees otherwise, in the case of the Preliminary Prospectus, the Transferor agrees to make all commercially reasonable efforts to deliver copies thereof in New York City, prior to 10:00 a.m., on the business day after the Execution Date, in such Underwriter quantities and to such recipients as the Representative may request). (f) The Transferor will arrange to qualify the Notes for offer and sale under the securities or blue sky laws of such jurisdictions as you reasonably requests shall request, and will maintain all such qualifications for so long as required for the purposes contemplated distribution of the Notes and, thereafter, to the extent required by the Act or the 1933 Act Regulationssuch jurisdictions. (g) To pay all expenses incident to From the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement Execution Time until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter shall cease to maintain none of the Underwriters maintains a secondary market in the Offered SecuritiesNotes, whichever occurs first, to the Transferor will deliver to each of the Representative Underwriters, through the Representative, the annual statements statement of compliance, the Annual Servicer's Certificate compliance and the any annual independent certified public accountants' servicing reports ’ report furnished to the Indenture Trustee pursuant to Section 3.5 the Trust Sale and Section 3.6Servicing Agreement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Indenture Trustee. (h) So long as any of the Notes are outstanding, the Transferor will deliver to each of the Underwriters, through the Representative: (i) as soon as practicable after the end of each fiscal year, all documents required to be filed with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder, (ii) all documents distributed to Noteholders and (iii) from time to time, any information concerning the Transferor or the Trust filed with any governmental or regulatory authority that is publicly available, as the Underwriters reasonably may request. (i) From On or before the Closing Date, the Transferor and VW Credit shall cause their computer records relating to the Receivables and the related Collateral Security to be marked to show the Trust’s absolute ownership of the Receivables and the Collateral Security, and from and after the Closing Date, not to Date neither the Transferor nor VW Credit shall take any action inconsistent with the Trust's ’s ownership of the such Receivables and related Collateral Security, other than as permitted by the Pooling and Servicing AgreementBasic Documents. (j) To the extent, if any, that any of the ratings assigned to the Notes by any of the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is Notes are conditional upon the furnishing of documents or the taking of any other actions by the TransferorTransferor or VW Credit, as the case may be, the relevant party shall furnish, or cause to furnish be furnished, such documents and take any such other actionsactions as promptly as possible. (k) From the Execution Time until seven days after the Closing Date, none of the Transferor, VW Credit or any trust, including the Trust, originated, directly or indirectly, by the Transferor or VW Credit will offer to sell or sell anywhere any securities similar to the Notes that are collateralized by (directly or indirectly), or evidence an ownership interest in, receivables generated pursuant to wholesale automobile and/or light duty truck financing agreements without the prior written consent of each of the Underwriters.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriterthe Underwriter that: (a) If The Transferor will, if required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Transferor will promptly advise the Underwriters promptly Underwriter of any such filing pursuant to Rule 424(b). (b) To filing. The Transferor will not file no any amendment to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as unless the Underwriter shall previously have been advised and furnished with a copy a reasonable time prior to the proposed filing and the Underwriter shall not have reasonably objected to the proposed filing. During the time when a Prospectus is required by law to be delivered under the Securities Act, the Transferor will comply so far as it is able with all requirements imposed upon it by the Securities Act and the Rules and Regulations to the extent necessary to permit the continuance of sales of or dealings in the Certificates in accordance with the provisions hereof and of the Prospectus, and the Transferor will prepare and file with the Commission any amendments to the Registration Statement or supplements to the Prospectus which may be necessary or advisable in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy distribution of the proposed form thereof Certificates by the Underwriter, and providing the Representative with a reasonable opportunity will use its best efforts to review cause the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to become effective as promptly as possible. The Transferor will advise the RepresentativeUnderwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes become effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed filed. (b) The Transferor will advise the Underwriter, promptly after it receives notice or mailed for filingobtains knowledge thereof, of (i) the issuance by the Commission of any stop order by suspending the Commissioneffectiveness of the Registration Statement or any order directed to the use of any Preliminary Prospectus or the Prospectus, of (ii) the suspension of the qualification of the Offered Securities Certificates for offering or sale in any jurisdiction, of (iii) the initiation institution or threatening of any proceeding for any such purpose, purpose or of (iv) any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in and the event of Transferor will use its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending and in each case, if any such qualificationorder is issued, promptly to use its best efforts to obtain its withdrawalthe lifting thereof as promptly as possible. (c) From time to time to take such action as The Transferor will arrange for the Representative may reasonably request in order to qualify qualification of the Offered Securities Certificates for offering and sale under the securities or blue sky laws of such states jurisdictions as the Representative Underwriter may request designate and to will continue such qualifications in effect so for as long as may be necessary under such laws for to complete the distribution of such Offered Securitiesthe Certificates; provided provided, however, that in connection therewith neither therewith, the Transferor nor Metris shall not be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file execute a general consent to service of process in any jurisdiction. (d) To furnish If, at any time after the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of Effective Date, a prospectus shall relating to the Certificates is required to be at delivered under the time required by law in connection with sales of any Offered SecuritiesSecurities Act, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact fact, or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or (ii) for any other reason if it shall be is necessary during such same period to amend or supplement the Prospectus as amended or supplementedto comply with the Securities Act and the Rules and Regulations, to the Transferor will promptly notify the Representative Underwriter thereof and to will prepare and furnish to file with the Representative as the Representative may from time to time reasonably request Commission, at its own expense, an amendment or a supplement to the Prospectus which will correct such statement or omission or an amendment which will effect such compliance; and, in the event the Underwriter is required to deliver a prospectus in connection with sales of any of the Certificates after the Effective Date, the Transferor will prepare and file with the Commission any amendments to the Registration Statement or supplements to the Prospectus which may be necessary or advisable in connection with the distribution of the Certificates by the Underwriter, and will use its best efforts to cause the same to become effective as promptly as possible. The Transferor will advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or become effective or any supplement to the Prospectus or any amended Prospectus has been filed. (e) To make generally available The Transferor will furnish to Securityholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date Underwriter copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy one of the Registration Statement (which will be manually signed and will include be accompanied by all exhibits), each related preliminary prospectusPreliminary Prospectus, the Prospectus Prospectus, and all amendments and supplements to such documentsthereto, in each case as soon as available and in such quantities as such the Underwriter may reasonably requests for request. (f) The Transferor will apply the purposes contemplated net proceeds from the sale of the Certificates to be sold by it hereunder as set forth under "Use of Proceeds" in the Act Prospectus. At no time will the Transferor apply the proceeds from the sale of the Certificates in a manner which would violate, or result in a violation of, Regulation T, U or X of the 1933 Act RegulationsBoard of Governors of the Federal Reserve System. (g) To pay all expenses incident The Transferor will make generally available to its security holders as soon as practicable, but in any event not later than eighteen (18) months after the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing effective date of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparationStatement, printing, issuance and delivery an earning statement of the Offered Securities to the Underwriters; Transferor (ivwhich need not be audited) the reasonable fees and disbursements of counsel and accountants for the Transferor; (vcomplying with Section 11(a) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees Act and the reasonable fees Rules and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the RepresentativeRegulations. (h) For a period from the date of this Agreement until the retirement payment in full of the Offered SecuritiesCertificates, or until such time as each Underwriter shall cease the Transferor will cause the Servicer to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver furnish to the Representative Underwriter copies of each certificate and the annual statements of compliance, compliance delivered to the Annual Servicer's Certificate Trustee pursuant to the Pooling and Servicing Agreement and the annual independent certified public accountants' accountant's servicing reports furnished to the Trustee pursuant to Section 3.5 the Pooling and Section 3.6Servicing Agreement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998by first-2 Supplement class mail as soon as practicable after such statements and reports are furnished to the Trustee. (i) From During the period beginning on the date hereof and after continuing to and including the Business Day following the Closing Date, the Transferor will not offer, sell, contract to take sell or otherwise dispose of any action inconsistent with debt securities of or guaranteed by the Trust's ownership Transferor without the prior written consent of the Receivables other than as permitted by the Pooling and Servicing AgreementUnderwriter. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriter: (a) If required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Transferor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities Certificates by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the SecurityholdersCertificateholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities Certificates for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities Certificates or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities Certificates for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered SecuritiesCertificates; provided provided, that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered SecuritiesCertificates, either (i) any event shall have occurred as a result of which the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus as amended or supplemented, to notify the Representative and to prepare and furnish to the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (e) To make generally available to Securityholders Certificateholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities Certificates to the UnderwritersUnder- writers; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities Certificates under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters Under- writers of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") Services for rating the Offered SecuritiesCertificates; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities Certificates by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered SecuritiesCertificates, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered SecuritiesCertificates, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 19981997-2 1 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities Certificates by the rating agency or agencies that initially rate the Offered Securities Certificates is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor (and, with respect to clauses (i) and (j), VW Credit) covenants and agrees with each Underwriterthe Underwriters that: (a) If requirednot already effective, the Transferor will use its best efforts to cause the Registration Statement, and any amendment thereto, to become effective. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Transferor will file the Prospectus Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with Rule 424(b) not later than the applicable Rules and Regulations within the time specified thereinperiod prescribed. The Transferor will advise the Underwriters you promptly of any such filing pursuant to Rule 424(b), or deemed effectiveness pursuant to Rule 462. (b) To file no The Transferor will advise you promptly of: (i) any proposal to amend or supplement the Registration Statement as filed, or the Prospectus, and will not effect such amendment or supplement without first furnishing to you a copy of each such proposed amendment or supplement and obtaining your consent, which consent will not unreasonably be withheld, (ii) any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) the effectiveness of the Registration Statement, or of any amendment or supplement thereto or to the Prospectus, and (iv) the issuance by the Commission or, if the Transferor has knowledge thereof, by any authority administering any state securities or blue sky laws of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose, and the Transferor will use its best efforts to prevent the issuance of any such stop order and to make no amendment or obtain as soon as possible the lifting of any supplement to the Prospectus as amended or supplemented, orissued stop order. (c) If, during such the period as a in which the Prospectus is required by law (in the opinion of counsel for the Representative) to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus Prospectus, as then amended or supplemented, would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended or supplementedto comply with the Securities Act, to notify the Representative and to Transferor (in compliance with clause (b)) promptly will prepare and furnish file, or cause to be prepared and filed, with the Representative as the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or effect such compliance. Any such filing shall not operate as a waiver or limitation of any rights of the Underwriters hereunder. (ed) To As soon as practicable, but not later than sixteen months after the original effective date of the Registration Statement, the Transferor will cause the Issuer to make generally available to Securityholders holders of the Notes (each, a "Noteholder") an earnings statement of the Trust complying with Rule 158 under the Act and Issuer covering a period of at least twelve consecutive months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act and all applicable Rules and Regulations (including Rule 158 under the Securities Act). (e) The Transferor will deliver to the Underwriters, without charge, copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy two of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectusPreliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities and to such recipients as any Underwriter shall request (it being hereby understood that, unless the Representative agrees otherwise, in the case of the Preliminary Prospectus, the Transferor agrees to make all commercially reasonable efforts to deliver copies thereof in New York City, prior to 10:00 a.m., on the business day after the Execution Date, in such Underwriter quantities and to such recipients as the Representative may request). (f) The Transferor will arrange to qualify the Notes for offer and sale under the securities or blue sky laws of such jurisdictions as you reasonably requests shall request, and will maintain all such qualifications for so long as required for the purposes contemplated distribution of the Notes and, thereafter, to the extent required by the Act or the 1933 Act Regulationssuch jurisdictions. (g) To pay all expenses incident to From the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement Execution Time until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter shall cease to maintain none of the Underwriters maintains a secondary market in the Offered SecuritiesNotes, whichever occurs first, to the Transferor will deliver to each of the Representative Underwriters, through the Representative, the annual statements statement of compliance, the Annual Servicer's Certificate compliance and the any annual independent certified public accountants' servicing reports report furnished to the Indenture Trustee pursuant to Section 3.5 and Section 3.6the Transaction SUBI Servicing Supplement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Indenture Trustee. (h) So long as any of the Notes are outstanding, the Transferor will deliver to each of the Underwriters, through the Representative: (i) as soon as practicable after the end of each fiscal year, all documents required to be filed with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder, (ii) all documents distributed to Noteholders and (iii) from time to time, any information concerning the Transferor or the Issuer filed with any governmental or regulatory authority that is publicly available, as the Underwriters reasonably may request. (i) From On or before the Closing Date, VW Credit shall cause its computer records relating to the Origination Trust Assets to be marked to show the allocation of the Transaction Units to the Transaction SUBI and the Issuer's ownership of the Transaction SUBI, and from and after the Closing Date, not to Date neither the Transferor nor VW Credit shall take any action inconsistent with the TrustIssuer's ownership of the Receivables Transaction SUBI and the beneficial interest in the Transaction Units, other than as permitted by the Pooling and Servicing AgreementTransaction Documents. (j) To the extent, if any, that any of the ratings assigned to the Notes by any of the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is Notes are conditional upon the furnishing of documents or the taking of any other actions by the TransferorTransferor or VW Credit, as the case may be, the relevant party shall furnish, or cause to furnish be furnished, such documents and take any such other actionsactions as promptly as possible. (k) From the Execution Time until seven days after the Closing Date, none of the Transferor, VW Credit nor any trust, including the Issuer, originated, directly or indirectly, by the Transferor or VW Credit will offer to sell or sell anywhere any securities similar to the Notes that are collateralized by (directly or indirectly), or evidence an ownership interest in, automobile leases and the related leased vehicles without the prior written consent of each of the Underwriters.

Covenants of the Transferor. The Transferor covenants and agrees with each UnderwriterUnderwriter that: (a) If required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. A. The Transferor will promptly advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment Representative and counsel to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time Underwriters (i) when any amendment to the Registration Statement has been filed or becomes effective or any supplement relating to the offering of the Bonds shall have become effective, (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus as amended or supplemented or for any amended Prospectus has been filed or mailed for filingadditional information to the extent applicable to the offering of the Bonds, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (iv) or the receipt by the Commission, Transferor of any notification with respect to the suspension of the qualification of the Offered Securities Bonds for offering or sale in any jurisdiction, of jurisdiction or the initiation or threatening of any proceeding for any such purpose. The Transferor will not file, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to and it will use its best efforts to obtain its withdrawal. (c) From time prevent ACC from filing, any amendment to time the Registration Statement or supplement to take such action as the Prospectus after the date of the Pricing Agreement and prior to the related Closing Date for the Bonds unless the Transferor has furnished the Representative may reasonably request in order and counsel to qualify the Offered Securities for offering and sale under the securities laws Underwriters copies of such states as amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which the Representative may request reasonably and promptly objects, unless such filing is required by law. The Transferor will use its best efforts to continue such qualifications in effect so long as necessary under such laws for prevent the distribution issuance of such Offered Securities; provided that in connection therewith neither any stop order suspending the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies effectiveness of the Registration Statement (including exhibits) and copies of and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time is required by law in connection with sales of any Offered Securitiesto be delivered, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact fat or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason if it shall be necessary during such same period to amend or supplement the Prospectus as amended to comply with the 1933 Act or supplementedthe rules under the 1933 Act, to notify the Representative and to Transferor will promptly prepare and furnish file with the Commission and shall use its best efforts to the Representative as the Representative may from time cause ACC to time reasonably request promptly prepare and file, subject to Paragraph A of this Section 5, an amendment or a supplement to the Prospectus which that will correct such statement or omission or an amendment that will effect such compliance. (e) To make generally available to Securityholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; compliance and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Trustee. (i) From and after the Closing Date, not to take any action inconsistent with the Trust's ownership of the Receivables other than as permitted by the Pooling and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency such amendment or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.supplement is

Covenants of the Transferor. The Transferor (and, with respect to clauses (i) and (j), VW Credit) covenants and agrees with each Underwriterthe Underwriters that: (a) If requirednot already effective, the Transferor will use its best efforts to cause the Registration Statement, and any amendment thereto, to become effective. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Transferor will file the Prospectus Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with Rule 424(b) not later than the applicable Rules and Regulations within the time specified thereinperiod prescribed. The Transferor will advise the Underwriters you promptly of any such filing pursuant to Rule 424(b), or deemed effectiveness pursuant to Rule 462. (b) To file no The Transferor will advise you promptly of: (i) any proposal to amend or supplement the Registration Statement as filed, or the Prospectus, and will not effect such amendment or supplement without first furnishing to you a copy of each such proposed amendment or supplement and obtaining your consent, which consent will not unreasonably be withheld, (ii) any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) the effectiveness of the Registration Statement, or of any amendment or supplement thereto or to the Prospectus, and (iv) the issuance by the Commission or, if the Transferor has knowledge thereof, by any authority administering any state securities or blue sky laws of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose, and the Transferor will use its best efforts to prevent the issuance of any such stop order and to make no amendment or obtain as soon as possible the lifting of any supplement to the Prospectus as amended or supplemented, orissued stop order. (c) If, during such the period as a in which the Prospectus is required by law (in the opinion of counsel for the Representative) to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus Prospectus, as then amended or supplemented, would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended or supplementedto comply with the Securities Act, to notify the Representative and to Transferor (in compliance with clause (b)) promptly will prepare and furnish file, or cause to be prepared and filed, with the Representative as the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or effect such compliance. Any such filing shall not operate as a waiver or limitation of any rights of the Underwriters hereunder. (ed) To As soon as practicable, but not later than sixteen months after the original effective date of the Registration Statement, the Transferor will cause the Trust to make generally available to Securityholders holders of the Notes (each, a "Noteholder") an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act and all applicable Rules and Regulations (including Rule 158 under the Securities Act). (e) The Transferor will deliver to the Underwriters, without charge, copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy two of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectusPreliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities and to such recipients as any Underwriter shall request (it being hereby understood that, unless the Representative agrees otherwise, in the case of the Preliminary Prospectus, the Transferor agrees to make all commercially reasonable efforts to deliver copies thereof in New York City, prior to 10:00 a.m., on the business day after the Execution Date, in such Underwriter quantities and to such recipients as the Representative may request). (f) The Transferor will arrange to qualify the Notes for offer and sale under the securities or blue sky laws of such jurisdictions as you reasonably requests shall request, and will maintain all such qualifications for so long as required for the purposes contemplated distribution of the Notes and, thereafter, to the extent required by the Act or the 1933 Act Regulationssuch jurisdictions. (g) To pay all expenses incident to From the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement Execution Time until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter shall cease to maintain none of the Underwriters maintains a secondary market in the Offered SecuritiesNotes, whichever occurs first, to the Transferor will deliver to each of the Representative Underwriters, through the Representative, the annual statements statement of compliance, the Annual Servicer's Certificate compliance and the any annual independent certified public accountants' servicing reports report furnished to the Indenture Trustee pursuant to Section 3.5 the Trust Sale and Section 3.6Servicing Agreement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Indenture Trustee. (h) So long as any of the Notes are outstanding, the Transferor will deliver to each of the Underwriters, through the Representative: (i) as soon as practicable after the end of each fiscal year, all documents required to be filed with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder, (ii) all documents distributed to Noteholders and (iii) from time to time, any information concerning the Transferor or the Trust filed with any governmental or regulatory authority that is publicly available, as the Underwriters reasonably may request. (i) From On or before the Closing Date, the Transferor and VW Credit shall cause their computer records relating to the Receivables and the related Collateral Security to be marked to show the Trust's absolute ownership of the Receivables and the Collateral Security, and from and after the Closing Date, not to Date neither the Transferor nor VW Credit shall take any action inconsistent with the Trust's ownership of the such Receivables and related Collateral Security, other than as permitted by the Pooling Indenture or Trust Sale and Servicing Agreement. (j) To the extent, if any, that any of the ratings assigned to the Notes by any of the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is Notes are conditional upon the furnishing of documents or the taking of any other actions by the TransferorTransferor or VW Credit, as the case may be, the relevant party shall furnish, or cause to furnish be furnished, such documents and take any such other actionsactions as promptly as possible. (k) From the Execution Time until seven days after the Closing Date, none of the Transferor, VW Credit or any trust, including the Trust, originated, directly or indirectly, by the Transferor or VW Credit will offer to sell or sell anywhere any securities similar to the Notes that are collateralized by, or evidence an ownership interest in, receivables generated pursuant to wholesale automobile financing agreements without the prior written consent of each of the Underwriters.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriterof the Underwriters that: (a) If requiredThe Transferor will use its best efforts to cause the Registration Statement, and any amendment thereto, if not effective at the Execution Time, to become effective. Prior to the termination of the offering of the Notes, the Transferor will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Transferor has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Transferor will file the Prospectus Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with the applicable paragraph of Rule 424(b) not later than within the time specified therein. The Transferor period prescribed and will advise the Underwriters promptly provide evidence reasonably satisfactory to you of any such filing pursuant to Rule 424(b)timely filing. (b) To file no amendment The Transferor will advise you promptly of any proposal to amend or supplement the Registration Statement as filed, or the related Prospectus and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and will not to file any effect such amendment or supplement to without your consent, which consent will not unreasonably be withheld; the Representative shall reasonably object; and to Transferor will also advise the Representative, you promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for any amendment of, or supplement to, the amending Registration Statement or supplementing the Prospectus or for any additional information; and the Transferor will also advise you promptly of the effectiveness of the Registration Statement and any amendment thereto, when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b) and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the Prospectus as amended institution or supplemented or threat of any proceeding for additional information; andthat purpose, in and the event of Transferor will use its best efforts to prevent the issuance of any such stop order or and to obtain as soon as possible the lifting of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawalissued stop order. (c) From If, at any time when a prospectus relating to time the Notes is required to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend the Registration Statement or supplement the Prospectus as amended to comply with the Act or supplementedthe Exchange Act or the respective rules thereunder, to the Transferor promptly will notify the Representative you and to will prepare and furnish file, or cause to be prepared and filed, with the Commission, subject to the Representative as the Representative may from time to time reasonably request second sentence of paragraph (a) of this Section 5, an amendment or a supplement to the Prospectus which that will correct such statement or omission omission, or effect such compliance. Any such filing shall not operate as a waiver or limitation on any right of any Underwriter hereunder. (ed) To As soon as practicable, but not later than fourteen months after the original effective date of the Registration Statement, the Transferor will cause the Trust to make generally available to Securityholders Noteholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date of the Registration Statement (as such date is defined in Rule 158(cthat will satisfy the provisions of Section 11(a) under of the Act) as soon as practicable after such period. (fe) To The Transferor will furnish to the Representative a copy Underwriters copies of the Registration Statement (one of which will be signed and will include all exhibits), each related preliminary prospectusprospectus (including the Preliminary Prospectus Supplement), the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter reasonably requests the Underwriters request. (f) The Transferor will arrange for the purposes contemplated by qualification of the Act or Notes for sale under the 1933 Act Regulationslaws of such jurisdictions in the United States as you may reasonably designate and will continue such qualifications in effect so long as required for the initial distribution. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter the Underwriters shall cease to maintain a secondary market in the Offered SecuritiesNotes, whichever occurs first, to the Transferor will deliver to the Representative you the annual statements of compliance, the Annual Servicer's Certificate compliance and the annual independent certified public accountants' servicing ’ reports furnished to the Owner Trustee or the Indenture Trustee pursuant to Section 3.5 the Transfer and Section 3.6Servicing Agreement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Owner Trustee or the Indenture Trustee. (h) So long as any of the Notes is outstanding, the Transferor will furnish to you (i) as soon as practicable after the end of the fiscal year all documents required to be distributed to Noteholders or filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (ii) from time to time, any other information concerning the Transferor filed with any government or regulatory authority which is otherwise publicly available, as you may reasonably request. (i) From On or before the Closing Date, the Transferor shall cause the computer records of the Transferor and CNH Capital relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date, not to Date neither the Transferor nor CNH Capital shall take any action inconsistent with the Trust's ’s ownership of the Receivables such Receivables, other than as permitted by the Pooling Transfer and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities Notes by the rating agency or agencies that initially rate the Offered Securities Notes is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to the Transferor shall furnish such documents and take any such other actions. (k) For the period beginning on the date of this Agreement and ending seven days after the Closing Date, unless waived by the Underwriters, none of the Transferor, CNH Capital or any trust originated, directly or indirectly, by the Transferor, CNH Capital will offer to sell or sell notes (other than the Notes and commercial paper notes offered pursuant to CNH Capital’s or any of its affiliates’ existing asset-backed commercial paper program) collateralized by, or certificates evidencing an ownership interest in, receivables generated pursuant to retail agricultural or construction equipment installment sale contracts. (l) On or prior to each Transfer Date relating to Additional Accounts, the Transferor shall deliver to the Representatives (i) a duly executed Addition Notice and Assignment including a schedule of the Receivables to be transferred to the Trust on such Transfer Date, (ii) a copy of the letter from a firm of independent nationally recognized certified public accountants to be delivered to the Owner Trustee and the Indenture Trustee pursuant to Section 3.06 of the Transfer and Servicing Agreement, and (iii) a copy of the Officer’s Certificate delivered to the Indenture Trustee and the Owner Trustee pursuant to Section 3.05 of the Transfer and Servicing Agreement. (m) The Transferor will enter into, and will cause the Issuer to enter into, each Transaction Document to which this Agreement and each Transaction Document contemplates the Transferor and/or the Issuer will be a party on or prior to the Closing Date. (n) The Transferor shall file within ten Business Days of the Closing Date; UCC financing statements in the office of the Secretary of State of the State of Delaware reflecting the transfer of the interest of CNH Capital in the Receivables and the proceeds thereof to the Transferor, and the transfer of the interest of the Transferor in the Receivables and the proceeds thereof to the Trust and the grant of the security interest by the Trust in the Receivables and the proceeds thereof to the Indenture Trustee.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriterof the Underwriters that: (a) If requiredThe Transferor will use its best efforts to cause the Registration Statement, and any amendment thereto, if not effective at the Execution Time, to become effective. Prior to the termination of the offering of the Notes, the Transferor will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Transferor has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Transferor will file the Prospectus Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with the applicable paragraph of Rule 424(b) not later than within the time specified therein. The Transferor period prescribed and will advise the Underwriters promptly provide evidence satisfactory to you of any such filing pursuant to Rule 424(b)timely filing. (b) To file no amendment The Transferor will advise you promptly of any proposal to amend or supplement the Registration Statement as filed, or the related Prospectus and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and will not to file any effect such amendment or supplement to without your consent, which consent will not unreasonably be withheld; the Representative shall reasonably object; and to Transferor will also advise the Representative, you promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for any amendment of or supplement to the amending Registration Statement or supplementing the Prospectus or for any additional information; and the Transferor will also advise you promptly of the effectiveness of the Registration Statement and any amendment thereto, when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b) and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the Prospectus as amended institution or supplemented or threat of any proceeding for additional information; andthat purpose, in and the event of Transferor will use its best efforts to prevent the issuance of any such stop order or and to obtain as soon as possible the lifting of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawalissued stop order. (c) From If, at any time when a prospectus relating to time the Notes is required to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale be delivered under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnershipAct, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend the Registration Statement or supplement the Prospectus as amended to comply with the Act or supplementedthe Exchange Act or the respective rules thereunder, to the Transferor promptly will notify the Representative you and to will prepare and furnish file, or cause to be prepared and filed, with the Commission, subject to the Representative as the Representative may from time to time reasonably request second sentence of paragraph (a) of this Section 5, an amendment or a supplement to the Prospectus which that will correct such statement or omission omission, or effect such compliance. Any such filing shall not operate as a waiver or limitation on any right of any Underwriter hereunder. (ed) To As soon as practicable, but not later than fourteen months after the original effective date of the Registration Statement, the Transferor will cause the Trust to make generally available to Securityholders Noteholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date of the Registration Statement (as such date is defined in Rule 158(cthat will satisfy the provisions of Section 11(a) under of the Act) as soon as practicable after such period. (fe) To The Transferor will furnish to the Representative a copy Underwriters copies of the Registration Statement (one of which will be signed and will include all exhibits), each related preliminary prospectusprospectus (including the Preliminary Prospectus Supplement), the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter reasonably requests the Underwriters request. (f) The Transferor will arrange for the purposes contemplated by qualification of the Act or Notes for sale under the 1933 Act Regulationslaws of such jurisdictions in the United States as you may reasonably designate and will continue such qualifications in effect so long as required for the distribution. (g) To pay all expenses incident to the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter the Underwriters shall cease to maintain a secondary market in the Offered SecuritiesNotes, whichever occurs first, to the Transferor will deliver to the Representative you the annual statements of compliance, the Annual Servicer's Certificate compliance and the annual independent certified public accountants' servicing reports furnished to the Owner Trustee or the Indenture Trustee pursuant to Section 3.5 the Transfer and Section 3.6Servicing Agreement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Owner Trustee or the Indenture Trustee. (h) So long as any of the Notes is outstanding, the Transferor will furnish to you (i) as soon as practicable after the end of the fiscal year all documents required to be distributed to Noteholders or filed with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (ii) from time to time, any other information concerning the Transferor filed with any government or regulatory authority which is otherwise publicly available, as you may reasonably request. (i) From On or before the Closing Date, the Transferor shall cause the computer records of the Transferor and Case Credit relating to the Receivables to be marked to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date, not to Date neither the Transferor nor Case Credit shall take any action inconsistent with the Trust's ownership of the Receivables such Receivables, other than as permitted by the Pooling Transfer and Servicing Agreement. (j) To the extent, if any, that the rating provided with respect to the Offered Securities Notes by the rating agency or agencies that initially rate the Offered Securities Notes is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to the Transferor shall furnish such documents and take any such other actions. (k) For the period beginning on the date of this Agreement and ending seven days after the Closing Date, unless waived by the Underwriters, none of the Transferor, Case Credit or any trust originated, directly or indirectly, by the Transferor or Case Credit will offer to sell or sell notes (other than the Notes and commercial paper notes offered pursuant to Case Credit's existing asset-backed commercial paper program) collateralized by, or certificates evidencing an ownership interest in, receivables generated pursuant to retail agricultural or construction equipment installment sale contracts. (l) On or prior to each Transfer Date relating to Additional Accounts, the Transferor shall deliver to the Representatives (i) a duly executed Addition Notice and Assignment including a schedule of the Receivables to be transferred to the Trust on such Transfer Date, (ii) a copy of the letter from a firm of independent nationally recognized certified public accountants to be delivered to the Owner Trustee and the Indenture Trustee pursuant to Section 3.06 of the Transfer and Servicing Agreement, and (iii) a copy of the officer's certificate delivered to the Indenture Trustee and the Owner Trustee pursuant to Section 3.05 of the Transfer and Servicing Agreement. (m) The Transferor will enter into, and will cause the Issuer to enter into, each Transaction Document to which this Agreement and each Transaction Document contemplates the Transferor and/or the Issuer will be a party on or prior to the Closing Date.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriter:Section 5.1. Protection of Title of the Purchaser. (a) If requiredOn or prior to the Closing Date, the Transferor shall have filed or caused to file be filed UCC financing statements, naming the Prospectus Transferor as “debtor/transferor”, naming the Purchaser as “secured party/buyer”, and naming the Collateral Agent, for the benefit of the Secured Parties, as “total assignee”, and describing the Sale Portfolio to be acquired by the Purchaser, with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Transferor will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) To file no amendment to the Registration Statement and to make no amendment or any supplement to the Prospectus as amended or supplemented, or, during such period as a Prospectus is required by law to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy office of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, Secretary of State of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, state of the issuance jurisdiction of any stop order by the Commission, organization of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) Transferor. From time to time thereafter, the Transferor shall file such UCC financing statements and cause to take be filed such action continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the ownership interest of the Purchaser under this Agreement and the security interest of the Collateral Agent for the benefit of the Secured Parties under the Loan and Servicing Agreement, in the Sale Portfolio acquired by the Purchaser hereunder, as the Representative case may be, and in the proceeds thereof. The Transferor shall deliver (or cause to be delivered) to the Purchaser, the Collateral Agent, the Collateral Custodian, the Transferor and the Administrative Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Transferor agrees that it will from time to time, at the expense of the Purchaser, take all actions, that the Purchaser, the Collateral Agent or the Administrative Agent may reasonably request in order to qualify perfect, protect or more fully evidence the Offered Securities for offering Purchases hereunder and sale under the securities laws of such states as security and/or interest granted in the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do businessSale Portfolio, or to file a general consent enable the Purchaser, the Collateral Agent, the Administrative Agent or the Secured Parties to service of process in exercise and enforce their rights and remedies hereunder or under any jurisdictionTransaction Document. (db) To furnish On or prior to each Purchase Date hereunder, the Representative with copies Transferor shall take all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being acquired by the Purchaser on such Purchase Date to the Purchaser so that, upon the Sale of such Sale Portfolio from the Transferor to the Purchaser pursuant to the terms hereof on such Purchase Date, the Purchaser will have acquired good and marketable title to and a valid and perfected ownership interest in such Sale Portfolio, free and clear of any Lien, security interest, charge or encumbrance or restrictions on transferability (subject only to (i) Permitted Liens and (ii) the terms of the Registration Statement (including exhibits) and copies Underlying Instruments for such Loan Assets). On or prior to each Purchase Date hereunder, the Transferor shall take all steps required under Applicable Law in order for the Purchaser to grant to the Collateral Agent, for the benefit of the Prospectus as amended or supplemented Secured Parties, a first priority perfected security interest (subject only to Permitted Liens) in the Sale Portfolio being Purchased by the Purchaser on such quantities as the Representative may Purchase Date and, from time to time reasonably request; and if thereafter, the delivery of a prospectus Transferor shall take all such actions as may be at the time required by law Applicable Law to fully preserve, maintain and protect the Purchaser’s ownership interest in, and the Collateral Agent’s first priority perfected security interest in connection with sales of any Offered Securities(subject only to Permitted Liens), either (i) any event shall the Sale Portfolio which have occurred as a result of which been acquired by the Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary during such same period to amend or supplement the Prospectus as amended or supplemented, to notify the Representative and to prepare and furnish to the Representative as the Representative may from time to time reasonably request an amendment or a supplement to the Prospectus which will correct such statement or omission or effect such compliancePurchaser hereunder. (ec) To make generally available With respect to Securityholders an earnings statement of the Trust complying with Rule 158 under the Act Participations, from and covering a period of at least twelve consecutive months beginning after the Effective Date date of Elevation, and otherwise, from and after the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Underwriter reasonably requests for the purposes contemplated by the Act or the 1933 Act Regulations. (g) To pay all expenses incident to the performance of the obligations under this Agreement, includingPurchase Date: (i) the word processing, printing Transferor shall direct any agent or administrative agent for any Loan Asset in the Sale Portfolio originated or acquired by the Transferor to remit all payments and filing collections with respect to the portion of such Loan Asset that is part of the Registration Statement Sale Portfolio and direct the Obligor or any agent, as originally filed applicable, with respect to the portion of such Loan Asset that is part of the Sale Portfolio to remit all such payments and of each amendment theretocollections directly to the Collection Account; (ii) the reproduction of this Agreement;Transferor will not make any change in its instructions to Obligors or any agent, as applicable, regarding payments to be made to the Purchaser or payments to be made to the Collection Account, unless the Purchaser and the Administrative Agent have consented to such change; and (iii) the preparationTransferor shall use commercially reasonable efforts ensure that only (x) funds constituting payments and collections relating to Sale Portfolio or other Collateral, printing, issuance (y) funds constituting amounts due to the Purchaser in connection with the repurchase of a Loan Asset required hereunder and delivery (z) any capital contributions made by the Transferor shall be deposited into the Collection Account. (d) In the event any payments relating to any Sale Portfolio are remitted directly to the Transferor or any Affiliate of the Offered Securities Transferor, the Transferor will remit (or will cause all such payments to be remitted) directly to the Underwriters;Collection Account within two (2) Business Days after the Transferor has knowledge that such Available Collections were received, and, at all times prior to such remittance, the Transferor will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Purchaser and its assignees. Until so deposited, all such Interest Collections, all such Principal Collections and any amounts required to be paid to the Purchaser in connection with a repurchase of a Loan Asset hereunder shall be held in trust for the Purchaser or its assignees by the Transferor. (ive) At any time after the reasonable fees occurrence or declaration of the Facility Maturity Date, the Purchaser, the Collateral Agent or the Administrative Agent may direct the Transferor to notify the Obligors or agents, as applicable, at Transferor’s expense, of the Purchaser’s (or its assigns) or the Secured Parties’ interest in the Sale Portfolio under this Agreement and disbursements may direct that payments of counsel and accountants for all amounts due or that become due under any or all of the Transferor;Sale Portfolio be made directly to the Purchaser (or its assigns), the Collateral Agent or the Administrative Agent. (vf) The Transferor shall, not earlier than six (6) months and not later than three (3) months prior to the qualification fifth (5th) anniversary of the Offered Securities date of filing of the UCC financing statement referred to in Section 3.1 or any other UCC financing statement filed pursuant to this Agreement or in connection with any Purchase hereunder, unless the Collection Date shall have occurred file or cause to be filed an appropriate continuation statement with respect to such UCC financing statement. (g) The Transferor shall not (x) change its name, move the location of its principal place of business and chief executive office, change the offices where it keeps records concerning the Sale Portfolio, from the address set forth under state securities laws its name in accordance with Section 10.4, or change the provisions jurisdiction of its formation, unless the Transferor shall have given at least five (5) days’ prior written notice thereof to the Administrative Agent or (y) subject to Section 5(c) hereof2.14 of the Loan and Servicing Agreement, including filing fees move, or consent to the Collateral Custodian moving, the Required Loan Documents and Loan Files from the location thereof on the initial Advance Date (or relevant date of delivery), unless the Administrative Agent shall consent of such change or move in writing and the reasonable fees Transferor shall have provided the Administrative Agent with such Opinions of Counsel and disbursements of counsel for other documents and instruments as the Underwriters Administrative Agent may reasonably request in connection therewith and have taken all actions required under the UCC of each relevant jurisdiction in connection with order to continue the preparation first priority perfected security interest of the Blue Sky Survey; (vi) Collateral Agent, for the printing and delivery to the Underwriters of copies benefit of the Registration Statement as originally filed and of each amendment theretoSecured Parties, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the RepresentativeSale Portfolio (subject only to Permitted Liens). (h) For a period The Transferor shall at all times maintain each office from which it services Sale Portfolio and its principal executive office within the date United States of this Agreement until the retirement of the Offered Securities, or until such time as each Underwriter shall cease to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver to the Representative the annual statements of compliance, the Annual Servicer's Certificate and the annual independent certified public accountants' servicing reports furnished to the Trustee pursuant to Section 3.5 and Section 3.6, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the TrusteeAmerica. (i) From The Transferor shall on or prior to the Initial Purchase Date xxxx its master data processing records and other books and records relating to the Sale Portfolio, including without limitation the Records, so that, from and after the Closing Date, not time of Sale under this Agreement of Sale Portfolio to take any action inconsistent with the Trust's ownership Purchaser and the grant of a security interest in such Sale Portfolio by the Purchaser to the Collateral Agent for the benefit of the Receivables Secured Parties under the Loan and Servicing Agreement, the Transferor’s master data processing records (including archives) and other than as permitted books and records that refer to such Sale Portfolio shall indicate clearly that such Sale Portfolio has been Purchased by the Pooling Purchaser hereunder and that a security interest therein has been granted by the Purchaser to the Collateral Agent, for the benefit of the Secured Parties, under the Loan and Servicing Agreement. (j) To If the extentTransferor fails to perform any of its obligations hereunder, if anythe Purchaser, that the rating Collateral Agent or the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligation; and the Purchaser’s, the Collateral Agent’s or the Administrative Agent’s costs and expenses incurred in connection therewith shall be payable by the Transferor as provided in Section 9.1. The Transferor irrevocably authorizes each of the Purchaser, the Collateral Agent and the Administrative Agent at any time and from time to time at the Purchaser’s, the Collateral Agent’s or the Administrative Agent’s sole discretion and appoints each of the Purchaser, the Collateral Agent and the Administrative Agent as its attorney-in-fact pursuant to a power of attorney substantially in the form of Exhibit B (to be delivered simultaneously with this Agreement) to act on behalf of the Transferor (i) to file UCC financing statements on behalf of the Transferor, as debtor, necessary or desirable in the Purchaser’s, the Collateral Agent’s or the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchaser or the Collateral Agent in the Sale Portfolio and (ii) to file a carbon, photographic or other reproduction of this Agreement or any UCC financing statement with respect to the Offered Securities by Sale Portfolio as a UCC financing statement in such offices as the rating agency or agencies that initially rate Purchaser, the Offered Securities is conditional upon the furnishing of documents Collateral Agent or the taking Administrative Agent in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of any other actions by the Transferor, to furnish such documents interests of the Purchaser or the Collateral Agent in the Sale Portfolio. This appointment is coupled with an interest and take any such other actionsis irrevocable.

Covenants of the Transferor. The Transferor (and, with respect to clauses (i) and (j), VW Credit) covenants and agrees with each Underwriterthe Underwriters that: (a) If requirednot already effective, the Transferor will use its best efforts to cause the Registration Statement, and any amendment thereto, to become effective. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Transferor will file the Prospectus Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with Rule 424(b) not later than the applicable Rules and Regulations within the time specified thereinperiod prescribed. The Transferor will advise the Underwriters you promptly of any such filing pursuant to Rule 424(b), or deemed effectiveness pursuant to Rule 462. (b) To file no The Transferor will advise you promptly of: (i) any proposal to amend or supplement the Registration Statement as filed, or the Prospectus, and will not effect such amendment or supplement without first furnishing to you a copy of each such proposed amendment or supplement and obtaining your consent, which consent will not unreasonably be withheld, (ii) any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) the effectiveness of the Registration Statement, or of any amendment or supplement thereto or to the Prospectus, and (iv) the issuance by the Commission or, if the Transferor has knowledge thereof, by any authority administering any state securities or blue sky laws of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose, and the Transferor will use its best efforts to prevent the issuance of any such stop order and to make no amendment or obtain as soon as possible the lifting of any supplement to the Prospectus as amended or supplemented, orissued stop order. (c) If, during such the period as a in which the Prospectus is required by law (in the opinion of counsel for the Representative) to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus Prospectus, as then amended or supplemented, would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended or supplementedto comply with the Securities Act, to notify the Representative and to Transferor (in compliance with clause (b)) promptly will prepare and furnish file, or cause to be prepared and filed, with the Representative as the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or effect such compliance. Any such filing shall not operate as a waiver or limitation of any rights of the Underwriters hereunder. (ed) To As soon as practicable, but not later than sixteen months after the original effective date of the Registration Statement, the Transferor will cause the Issuer to make generally available to Securityholders holders of the Notes (each, a "Noteholder") an earnings statement of the Trust complying with Rule 158 under the Act and Issuer covering a period of at least twelve consecutive months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act and all applicable Rules and Regulations (including Rule 158 under the Securities Act). (e) The Transferor will deliver to the Underwriters, without charge, copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy two of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectusPreliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities and to such recipients as any Underwriter shall request (it being hereby understood that, unless the Representative agrees otherwise, in the case of the Preliminary Prospectus, the Transferor agrees to make all commercially reasonable efforts to deliver copies thereof in New York City, prior to 10:00 a.m., on the business day after the Execution Date, in such Underwriter quantities and to such recipients as the Representative may request). (f) The Transferor will arrange to qualify the Notes for offer and sale under the securities or blue sky laws of such jurisdictions as you reasonably requests shall request, and will maintain all such qualifications for so long as required for the purposes contemplated distribution of the Notes and, thereafter, to the extent required by the Act or the 1933 Act Regulationssuch jurisdictions. (g) To pay all expenses incident to From the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement Execution Time until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter shall cease to maintain none of the Underwriters maintains a secondary market in the Offered SecuritiesNotes, whichever occurs first, to the Transferor will deliver to each of the Representative Underwriters, through the Representative, the annual statements statement of compliance, the Annual Servicer's Certificate compliance and the any annual independent certified public accountants' servicing reports report furnished to the Indenture Trustee pursuant to Section 3.5 and Section 3.6the Transaction SUBI Servicing Supplement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Indenture Trustee. (h) So long as any of the Notes are outstanding, the Transferor will deliver to each of the Underwriters, through the Representative: (i) as soon as practicable after the end of each fiscal year, all documents required to be filed with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder, (ii) all documents distributed to Noteholders and (iii) from time to time, any information concerning the Transferor or the Issuer filed with any governmental or regulatory authority that is publicly available, as the Underwriters reasonably may request. (i) From On or before the Closing Date, VW Credit shall cause its computer records relating to the Origination Trust Assets to be marked to show the allocation of the Transaction Units to the Transaction SUBI and the Issuer's ownership of the Transaction SUBI, and from and after the Closing Date, not to Date neither the Transferor nor VW Credit shall take any action inconsistent with the TrustIssuer's ownership of the Receivables Transaction SUBI and the beneficial interest in the Transaction Units, other than as permitted by the Pooling and Servicing AgreementTransaction Documents. (j) To the extent, if any, that any of the ratings assigned to the Notes by any of the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is Notes are conditional upon the furnishing of documents or the taking of any other actions by the TransferorTransferor or VW Credit, as the case may be, the relevant party shall furnish, or cause to furnish be furnished, such documents and take any such other actionsactions as promptly as possible. (k) From the Execution Time until seven days after the Closing Date, none of the Transferor, VW Credit or any trust, including the Issuer, originated, directly or indirectly, by the Transferor or VW Credit will offer to sell or sell anywhere any securities similar to the Notes that are collateralized by (directly or indirectly), or evidence an ownership interest in, automobile leases and the related leased vehicles without the prior written consent of each of the Underwriters.

Covenants of the Transferor. The Transferor covenants and agrees with each Underwriterthe Underwriter that: (a) If The Transferor will, if required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Transferor will promptly advise the Underwriters promptly Underwriter of any such filing pursuant to Rule 424(b). (b) To filing. The Transferor will not file no any amendment to the Registration Statement and to make no amendment State ment or any supplement to the Prospectus as amended or supplemented, or, during such period as unless the Underwriter shall previously have been advised and furnished with a copy a reasonable time prior to the proposed filing and the Underwriter shall not have reasonably objected to the proposed filing. During the time when a Prospectus is required by law to be delivered under the Securities Act, the Transferor will comply so far as it is able with all requirements imposed upon it by the Securities Act and the Rules and Regulations to the extent necessary to permit the continuance of sales of or dealings in the Certificates in accordance with the provisions hereof and of the Prospectus, and the Transferor will prepare and file with the Commission any amendments to the Registration Statement or supple ments to the Prospectus which may be necessary or advisable in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy distribution of the proposed form thereof Certificates by the Underwriter, and providing the Representative with a reasonable opportunity will use its best efforts to review cause the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to become effective as promptly as possible. The Transferor will advise the RepresentativeUnderwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes become effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed filed. (b) The Transferor will advise the Underwriter, promptly after it receives notice or mailed for filingobtains knowledge thereof, of (i) the issuance by the Commission of any stop order by suspending the Commissioneffectiveness of the Registration Statement or any order directed to the use of any Preliminary Prospectus or the Prospectus, of (ii) the suspension of the qualification of the Offered Securities Certificates for offering or sale in any jurisdiction, of (iii) the initiation institution or threatening of any proceeding for any such purpose, purpose or of (iv) any request made by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in and the event of Transferor will use its best efforts to prevent the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending and in each case, if any such qualificationorder is issued, promptly to use its best efforts to obtain its withdrawalthe lifting thereof as promptly as possible. (c) From time to time to take such action as The Transferor will arrange for the Representative may reasonably request in order to qualify qualification of the Offered Securities Certificates for offering and sale under the securities or blue sky laws of such states jurisdictions as the Representative Underwriter may request designate and to will continue such qualifications in effect so for as long as may be necessary under such laws for to complete the distribution of such Offered Securitiesthe Certificates; provided provided, however, that in connection therewith neither therewith, the Transferor nor Metris shall not be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file execute a general consent to service of process in any jurisdiction. (d) To furnish If, at any time after the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of Effective Date, a prospectus shall relating to the Certificates is required to be at delivered under the time required by law in connection with sales of any Offered SecuritiesSecurities Act, either (i) any event shall have occurred occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact fact, or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading, or (ii) for any other reason if it shall be is necessary during such same period to amend or supplement the Prospectus as amended or supplementedto comply with the Securities Act and the Rules and Regulations, to the Transferor will promptly notify the Representative Underwriter thereof and to will prepare and furnish to file with the Representative as the Representative may from time to time reasonably request Commission, at its own expense, an amendment or a supplement to the Prospectus which will correct such statement or omission or an amendment which will effect such compliance; and, in the event the Underwriter is required to deliver a prospectus in connection with sales of any of the Certificates after the Effective Date, the Transferor will prepare and file with the Commission any amendments to the Registration Statement or supplements to the Prospectus which may be necessary or advisable in connection with the distribution of the Certificates by the Underwriter, and will use its best efforts to cause the same to become effective as promptly as possible. The Transferor will advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or become effective or any supplement to the Prospectus or any amended Prospectus has been filed. (e) To make generally available The Transferor will furnish to Securityholders an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date Underwriter copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy one of the Registration Statement (which will be manually signed and will include be accompanied by all exhibits), each related preliminary prospectusPreliminary Prospectus, the Prospectus Prospectus, and all amendments and supplements to such documentsthereto, in each case as soon as available and in such quantities as such the Underwriter may reasonably requests for request. (f) The Transferor will apply the purposes contemplated net proceeds from the sale of the Certificates to be sold by it hereunder as set forth under "Use of Proceeds" in the Act Prospectus. At no time will the Transferor apply the proceeds from the sale of the Certificates in a manner which would violate, or result in a violation of, Regulation T, U or X of the 1933 Act RegulationsBoard of Governors of the Federal Reserve System. (g) To pay all expenses incident The Transferor will make generally available to its security holders as soon as practicable, but in any event not later than eighteen (18) months after the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing effective date of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparationStatement, printing, issuance and delivery an earning statement of the Offered Securities to the Underwriters; Transferor (ivwhich need not be audited) the reasonable fees and disbursements of counsel and accountants for the Transferor; (vcomplying with Section 11(a) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees Act and the reasonable fees Rules and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the RepresentativeRegulations. (h) For a period from the date of this Agreement until the retirement payment in full of the Offered SecuritiesCertificates, or until such time as each Underwriter shall cease the Transferor will cause the Servicer to maintain a secondary market in the Offered Securities, whichever occurs first, to deliver furnish to the Representative Underwriter copies of each certificate and the annual statements of compliance, compliance delivered to the Annual Servicer's Certificate Trustee pursuant to the Pooling and Servicing Agreement and the annual independent certified public accountants' accountant's servicing reports furnished to the Trustee pursuant to Section 3.5 the Pooling and Section 3.6Servicing Agreement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998by first-2 Supplement class mail as soon as practicable after such statements and reports are furnished to the Trustee. (i) From During the period beginning on the date hereof and after continuing to and including the Business Day following the Closing Date, the Transferor will not offer, sell, contract to take sell or otherwise dispose of any action inconsistent with debt securities of or guaranteed by the Trust's ownership Transferor without the prior written consent of the Receivables other than as permitted by the Pooling and Servicing AgreementUnderwriter. (j) To the extent, if any, that the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is conditional upon the furnishing of documents or the taking of any other actions by the Transferor, to furnish such documents and take any such other actions.

Covenants of the Transferor. The Transferor (and, with respect to clauses (i) and (j), VW Credit) covenants and agrees with each Underwriterthe Underwriters that: (a) If requirednot already effective, the Transferor will use its best efforts to cause the Registration Statement, and any amendment thereto, to become effective. If the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Transferor will file the Prospectus Prospectus, properly completed, and any supplement thereto, with the Commission pursuant to and in accordance with Rule 424(b) not later than the applicable Rules and Regulations within the time specified thereinperiod prescribed. The Transferor will advise the Underwriters you promptly of any such filing pursuant to Rule 424(b), or deemed effectiveness pursuant to Rule 462. (b) To file no The Transferor will advise you promptly of: (i) any proposal to amend or supplement the Registration Statement as filed, or the Prospectus, and will not effect such amendment or supplement without first furnishing to you a copy of each such proposed amendment or supplement and obtaining your consent, which consent will not unreasonably be withheld, (ii) any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) the effectiveness of the Registration Statement, or of any amendment or supplement thereto or to the Prospectus, and (iv) the issuance by the Commission or, if the Transferor has knowledge thereof, by any authority administering any state securities or blue sky laws of any stop order suspending the effectiveness of the Registration Statement or the institution or threat of any proceeding for that purpose, and the Transferor will use its best efforts to prevent the issuance of any such stop order and to make no amendment or obtain as soon as possible the lifting of any supplement to the Prospectus as amended or supplemented, orissued stop order. (c) If, during such the period as a in which the Prospectus is required by law (in the opinion of counsel for the Representative) to be delivered in connection with sales of Offered Securities by any Underwriter or a dealer, to file no document which, upon filing becomes incorporated by reference in the Registration Statement other than monthly Form 8-Ks containing the Securityholders' statement or information regarding the addition of Accounts as contemplated in the Prospectus, without furnishing the Representative with a copy of the proposed form thereof and providing the Representative with a reasonable opportunity to review the same and not to file any such amendment or supplement to which the Representative shall reasonably object; and to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Offered Securities or suspending any such qualification, promptly to use its best efforts to obtain its withdrawal. (c) From time to time to take such action as the Representative may reasonably request in order to qualify the Offered Securities for offering and sale under the securities laws of such states as the Representative may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Offered Securities; provided that in connection therewith neither the Transferor nor Metris shall be required to qualify as a foreign corporation or partnership, respectively, to do business, or to file a general consent to service of process in any jurisdiction. (d) To furnish the Representative with copies of the Registration Statement (including exhibits) and copies of the Prospectus as amended or supplemented in such quantities as the Representative may from time to time reasonably request; and if the delivery of a prospectus shall be at the time required by law in connection with sales of any Offered Securities, either (i) any event shall have occurred occurs as a result of which the Prospectus Prospectus, as then amended or supplemented, would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for if it is necessary at any other reason it shall be necessary during such same period time to amend or supplement the Prospectus as amended or supplementedto comply with the Securities Act, to notify the Representative and to Transferor (in compliance with clause (b)) promptly will prepare and furnish file, or cause to be prepared and filed, with the Representative as the Representative may from time to time reasonably request Commission an amendment or a supplement to the Prospectus which that will correct such statement or omission or effect such compliance. Any such filing shall not operate as a waiver or limitation of any rights of the Underwriters hereunder. (ed) To As soon as practicable, but not later than sixteen months after the original effective date of the Registration Statement, the Transferor will cause the Trust to make generally available to Securityholders holders of the Notes (each, a "Noteholder") an earnings statement of the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Effective Date that will satisfy the provisions of Section 11(a) of the Securities Act and all applicable Rules and Regulations (including Rule 158 under the Securities Act). (e) The Transferor will deliver to the Underwriters, without charge, copies of the Registration Statement (as such date is defined in Rule 158(c) under the Act) as soon as practicable after such period. (f) To furnish to the Representative a copy two of the Registration Statement (which will be signed and will include all exhibits), each related preliminary prospectusPreliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities and to such recipients as any Underwriter shall request (it being hereby understood that, unless the Representative agrees otherwise, in the case of the Preliminary Prospectus, the Transferor agrees to make all commercially reasonable efforts to deliver copies thereof in New York City, prior to 10:00 a.m., on the business day after the Execution Date, in such Underwriter quantities and to such recipients as the Representative may request). (f) The Transferor will arrange to qualify the Notes for offer and sale under the securities or blue sky laws of such jurisdictions as you reasonably requests shall request, and will maintain all such qualifications for so long as required for the purposes contemplated distribution of the Notes and, thereafter, to the extent required by the Act or the 1933 Act Regulationssuch jurisdictions. (g) To pay all expenses incident to From the performance of the obligations under this Agreement, including: (i) the word processing, printing and filing of the Registration Statement as originally filed and of each amendment thereto; (ii) the reproduction of this Agreement; (iii) the preparation, printing, issuance and delivery of the Offered Securities to the Underwriters; (iv) the reasonable fees and disbursements of counsel and accountants for the Transferor; (v) the qualification of the Offered Securities under state securities laws in accordance with the provisions of Section 5(c) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey; (vi) the printing and delivery to the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectuses, and of the Prospectus and any amendments or supplements thereto; (vii) the reproduction and delivery to the Underwriters of copies of the Blue Sky Survey; (viii) the fees of Xxxxx'x Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a Division of the McGraw Hill Companies, Inc. ("S&P") for rating the Offered Securities; and (ix) the fees and expenses of the Trustee and its counsel. It is understood, however, that except as provided in this Section, and Sections 7 and 8 hereof or as provided in the next succeeding sentence, each Underwriter will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Offered Securities by it, and any advertising expenses connected with any offers it may make. If this Agreement is terminated by the Representative in accordance with the provisions of Section 6 hereof, the Transferor and Metris, jointly and severally, shall reimburse the Representative for all of its out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Representative. (h) For a period from the date of this Agreement Execution Time until the retirement of the Offered SecuritiesNotes, or until such time as each Underwriter shall cease to maintain none of the Underwriters maintains a secondary market in the Offered SecuritiesNotes, whichever occurs first, to the Transferor will deliver to each of the Representative Underwriters, through the Representative, the annual statements statement of compliance, the Annual Servicer's Certificate compliance and the any annual independent certified public accountants' servicing reports report furnished to the Indenture Trustee pursuant to Section 3.5 the Trust Sale and Section 3.6Servicing Agreement, respectively, of the P&S and the monthly Distribution Date Statement pursuant to Section 5.2 of the Series 1998-2 Supplement as soon as such statements and reports are furnished to the Indenture Trustee. (h) So long as any of the Notes are outstanding, the Transferor will deliver to each of the Underwriters, through the Representative: (i) as soon as practicable after the end of each fiscal year, all documents required to be filed with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder, (ii) all documents distributed to Noteholders and (iii) from time to time, any information concerning the Transferor or the Trust filed with any governmental or regulatory authority that is publicly available, as the Underwriters reasonably may request. (i) From On or before the Closing Date, the Transferor and VW Credit shall cause their computer records relating to the Receivables and the related Collateral Security to be marked to show the Trust's absolute ownership of the Receivables and the Collateral Security, and from and after the Closing Date, not to Date neither the Transferor nor VW Credit shall take any action inconsistent with the Trust's ownership of the such Receivables and related Collateral Security, other than as permitted by the Pooling and Servicing AgreementBasic Documents. (j) To the extent, if any, that any of the ratings assigned to the Notes by any of the rating provided with respect to the Offered Securities by the rating agency or agencies that initially rate the Offered Securities is Notes are conditional upon the furnishing of documents or the taking of any other actions by the TransferorTransferor or VW Credit, as the case may be, the relevant party shall furnish, or cause to furnish be furnished, such documents and take any such other actionsactions as promptly as possible. (k) From the Execution Time until seven days after the Closing Date, none of the Transferor, VW Credit or any trust, including the Trust, originated, directly or indirectly, by the Transferor or VW Credit will offer to sell or sell anywhere any securities similar to the Notes that are collateralized by (directly or indirectly), or evidence an ownership interest in, receivables generated pursuant to wholesale automobile and/or light duty truck financing agreements without the prior written consent of each of the Underwriters.