EX-4 5 0005.txt EXHIBIT 4(C) ============================================================================== RETAILERS NATIONAL BANK, Seller and TARGET CAPITAL CORPORATION, Purchaser AMENDED AND RESTATED BANK RECEIVABLES PURCHASE AGREEMENT Dated as of April 28, 2000 ============================================================================== TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1. Definitions..................................... 2 Section 1.2. Other Definitional Provisions................... 6 ARTICLE II PURCHASE AND CONVEYANCE OF RECEIVABLES Section 2.1. Purchase........................................ 8 Section 2.2. Addition of Additional Accounts................. 10 ARTICLE III CONSIDERATION AND PAYMENT Section 3.1. Purchase Price.................................. 12 Section 3.2. Adjustments to Purchase Price.................. 12 Section 3.3. Settlement and Ongoing Payment of Purchase Price................................ 12 ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1. Representations and Warranties of RNB Relating to RNB.............................. 14 Section 4.2. Representations and Warranties of RNB Relating to the Agreement and the Receivables................................... 16 Section 4.3. Representations and Warranties of TCC........... 19 ARTICLE V COVENANTS Section 5.1. RNB Covenants................................... 21 Section 5.2. TCC Covenant.................................... 24 ARTICLE VI REPURCHASE OBLIGATION Section 6.1. Reassignment of Ineligible Receivables................................... 25 Section 6.2. Reassignment of Certificateholders' Interest in Trust Portfolio................... 25 Section 6.3. Conveyance of Reassigned Receivables............ 26 ARTICLE VII CONDITIONS PRECEDENT Section 7.1. Conditions to TCC's Obligations Regarding Initial Receivables............................ 27 Section 7.2. Conditions to TCC's Obligations Regarding Additional Receivables........................ 27 Section 7.3. Conditions Precedent to Obligations of RNB........................................ 28 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.1. Term............................................ 30 Section 8.2. Purchase Termination............................ 30 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.1. Amendment....................................... 32 Section 9.2. GOVERNING LAW; JURISDICTION..................... 32 Section 9.3. Notices.......................................... 33 Section 9.4. Severability of Provisions...................... 34 Section 9.5. Assignment, Sale of Accounts.................... 34 Section 9.6. Acknowledgement and Agreement of RNB............ 35 Section 9.7. Further Assurances.............................. 36 Section 9.8. No Waiver; Cumulative Remedies................... 36 Section 9.9. Counterparts..................................... 36 Section 9.10. Binding Third-Party Beneficiaries............... 36 Section 9.11. Merger and Integration........................... 37 Section 9.12. Headings........................................ 37 Section 9.13. Schedules and Exhibits.......................... 37 Section 9.14. Survival of Representations and Warranties..................................... 37 EXHIBIT Exhibit A - Form of Supplemental Conveyance SCHEDULE Schedule 1 - List of Accounts [Deemed Incorporated by Reference] AMENDED AND RESTATED BANK RECEIVABLES PURCHASE AGREEMENT, dated as of April 28, 2000, by and between RETAILERS NATIONAL BANK, a national banking association ("RNB"), and TARGET CAPITAL CORPORATION, a Minnesota corporation ("TCC"). W I T N E S S E T H: WHEREAS, RNB and TCC have heretofore executed and delivered a Bank Receivables Purchase Agreement, dated as of September 13, 1995 (as amended, supplemented or otherwise modified, the "Original Bank Receivables Purchase Agreement"), by and between Retailers National Bank, as the Seller, and Target Capital Corporation (formerly known as Dayton Hudson Capital Corporation), as the Purchaser; WHEREAS, the Purchaser, formerly known as Dayton Hudson Capital Corporation, has been renamed Target Capital Corporation and desires to amend and restate the Original Bank Receivables Purchase Agreement to read in its entirety as set forth below; WHEREAS, TCC desires to purchase, from time to time, certain Receivables (hereinafter defined) arising in certain Accounts (hereinafter defined) of RNB; WHEREAS, RNB desires to sell from time to time and assign such Receivables to TCC upon the terms and conditions hereinafter set forth; WHEREAS, it is contemplated that the Receivables purchased hereunder will be transferred by TCC to TRC and by TRC to the Trust (hereinafter defined) in connection with the issuance of certain Certificates (hereinafter defined); WHEREAS, RNB agrees that all covenants and agreements made by RNB herein with respect to the Accounts (hereinafter defined) and Receivables shall also be for the benefit of the Trustee (hereinafter defined) and all holders of the Certificates; WHEREAS, Section 9.1 of the Original Bank Receivables Purchase Agreement provides that RNB and TCC, without the consent of any of the Certificateholders, may amend the Original Bank Receivables Purchase Agreement from time to time so long as (x) the Rating Agency Condition shall have been satisfied with respect to such amendment and (y) the Trustee shall have received an Opinion of Counsel that such amendments do not adversely affect in any material respect the interests of the Trustee or the Certificateholders; and WHEREAS, all conditions precedent to the execution of this Agreement have been complied with; NOW, THEREFORE, pursuant to Section 9.1 of the Original Bank Receivables Purchase Agreement, RNB and TCC hereby agree that effective on and as of the date hereof, the Original Bank Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions. Each capitalized term used herein or in any certificate, document, or Conveyance Paper made or delivered pursuant hereto, and not defined herein or therein, shall have the meaning specified in the Pooling and Servicing Agreement. In addition, the following words and phrases shall have the following meanings: "Account" shall mean each Initial Account, each Automatic Additional Account and each Supplemental Account, but shall exclude any Account all the Receivables in which are either reassigned or assigned to RNB or its designee pursuant to Section 6.2 or to the Servicer pursuant to Section 3.3 of the Pooling and Servicing Agreement and any inactive Accounts which in accordance with the Credit Card Guidelines have been removed from the active computer records of RNB. The definition of Account shall include each account into which an Account is transferred (a "Transferred Account"); provided that (i) such transfer is made in accordance with the Credit Card Guidelines and (ii) such Transferred Account can be traced or identified, by reference to or by way of the computer files, microfiche lists or printed lists delivered to TCC by RNB (and, in turn to TRC by TCC pursuant to Section 2.1 of the TRC Purchase Agreement and to the Trustee by TCC pursuant to Section 2.1 of the Pooling and Servicing Agreement), if applicable, as an account into which an Account has been transferred. The term "Account" shall be deemed to refer to an Automatic Additional Account or a Supplemental Account only from and after the Addition Date with respect thereto, and the term "Account" shall be deemed to refer to any Removed Account only prior to the Removal Date with respect thereto. "Addition Cut-Off Date" shall mean the date as of which any Supplemental Accounts or Participation Interests are designated by TRC for inclusion in the Trust, as specified in the related Assignment. "Addition Date" shall mean (i) with respect to Supplemental Accounts, the date on which the Receivables in such Supplemental Accounts are conveyed by RNB to TCC pursuant to Section 2.2, (ii) with respect to Automatic Additional Accounts, the date on which such accounts are created, and (iii) with respect to Participation Interests, the date from and after which such Participation Interests are to be included as Trust Assets pursuant to Section 2.2. "Addition Notice Date" shall have the meaning specified in Section 2.2(b) of this Agreement. "Additional Accounts" shall mean an Automatic Additional Account or a Supplemental Account. "Agreement" shall mean this Bank Receivables Purchase Agreement and all amendments hereof and supplements hereto. "Automatic Addition Suspension Date" shall have the meaning specified in Section 2.2(a) of this Agreement. "Automatic Addition Termination Date" shall have the meaning specified in Section 2.2(a) of this Agreement. "Automatic Additional Account" shall mean each open end credit card account established pursuant to a Credit Card Agreement between RNB and the related Obligor coming into existence (i) after the Initial Cut-Off Date and prior to the earlier of the Automatic Addition Termination Date or an Automatic Addition Suspension Date and (ii) following an Automatic Addition Suspension Date and after a Restart Date and prior to a subsequent Automatic Addition Suspension Date or any Automatic Addition Termination Date. "Closing Date" shall mean September 13, 1995. "Conveyance" shall have the meaning specified in Section 2.1 (a). "Conveyance Papers" shall have the meaning specified in Section 4.1(c). "Credit Adjustment" shall have the meaning specified in Section 3.2. "Debtor Relief Laws" shall mean (i) the Bankruptcy Code of the United States of America and (ii) all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets or similar debtor relief laws of the United States, any state or any foreign country from time to time in effect affecting the rights of creditors generally. "Initial Account" shall mean each open end credit card account established pursuant to a Credit Card Agreement between RNB and any Person existing on the Initial Cut-Off Date. "Initial Cut-Off Date" shall mean the close of business on June 30, 1995. "Insolvency Event" shall have the meaning specified in Section 8.2. "New Principal Receivables" shall have the meaning set forth in Section 3.1. "Pooling and Servicing Agreement" shall mean the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000, among RNB, as Servicer, TRC, as Transferor and the Trustee, and all amendments and supplements thereto. "Portfolio Reassignment Price" shall mean the portion of the amount payable by TRC to the Trustee pursuant to Section 2.6 of the Pooling and Servicing Agreement with respect to Receivables previously sold pursuant to this Agreement. "Purchase Price" shall have the meaning set forth in Section 3.1. "Purchased Assets" shall have the meaning set forth in Section 2.1. "Receivable" shall mean any amount owing from time to time by an Obligor under an Account, including amounts owing for purchases of goods and services, and amounts payable for Finance Charge Receivables (exclusive of Deferred Billing Fees and Merchant Fees). A Receivable shall be deemed to have been created at the end of the day on the Date of Processing of such Receivable. Receivables which become Defaulted Receivables shall not be shown on RNB's records as amounts payable (and shall cease to be included as Receivables) on the day on which they become Defaulted Receivables. "Removal Date" shall mean the date for removal of the Removed Accounts and Participation Interests. "Removed Accounts" shall mean those Accounts which TRC may on any day of any Monthly Period, upon the satisfaction of certain conditions set forth in Section 2.10 of the Pooling and Servicing Agreement, require the reassignment to it or its designee of all the Trust's right, title and interest in, to and under the Receivables then existing and thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts then owned by RNB and designated by TRC or Participation Interests. "Restart Date" shall have the meaning specified in Section 2.2(a) of this Agreement. "RNB" shall mean Retailers National Bank, a national banking association. "Settlement Statement" shall have the meaning specified in Section 3.3 of this Agreement. "Supplemental Accounts" shall have the meaning specified in Section 2.2(b) of this Agreement. "Supplemental Conveyance" shall have the meaning set forth in Section 2.2(b). "TCC" shall mean Target Capital Corporation (formerly known as Dayton Hudson Capital Corporation), a Minnesota corporation. "Transferred Account" shall have the meaning set forth in the definition of "Account." "TRC" shall mean Target Receivables Corporation (formerly known as Dayton Hudson Receivables Corporation), a Minnesota corporation. "TRC Purchase Agreement" shall mean the Amended and Restated Receivables Purchase Agreement, dated as of April 28, 2000, by and between TCC, as seller and TRC, as purchaser. "Trust" shall mean the trust created by the Pooling and Servicing Agreement. "Trustee" shall mean Norwest Bank Minnesota, National Association, a national banking association organized and existing under the laws of the United States, as, and acting in the capacity of, Trustee under the Pooling and Servicing Agreement, or its successor-in- interest, or any successor trustee appointed in accordance with the Pooling and Servicing Agreement. Section 1.2. Other Definitional Provisions. (a) Each capitalized term defined in this Agreement shall have the defined meaning when used in any certificate, other document, or Conveyance Paper made or delivered pursuant hereto unless otherwise defined therein. (b) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement or any Conveyance Paper shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, Subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, Subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified. (c) All determinations of the Principal Receivables or Finance Charge Receivables, and of any collections thereof, shall be made in accordance with the Pooling and Servicing Agreement and all applicable Supplements. (d) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control. (e) Any reference to each Rating Agency shall only apply to any specific rating agency if such rating agency is then rating any outstanding Series. (f) Unless otherwise specified, references to any amount as on deposit or outstanding on any particular date shall mean such amount at the close of business on such day. ARTICLE II PURCHASE AND CONVEYANCE OF RECEIVABLES Section 2.1. Purchase. (a) By execution of this Agreement, RNB does hereby sell, transfer, assign, set over and otherwise convey to TCC (collectively, the "Conveyance"), without recourse all of its right, title and interest in, to and under (i) the Receivables existing at the close of business on the Initial Cut-Off Date and thereafter created from time to time and arising in the Initial Accounts and the Receivables existing on each applicable Addition Date and thereafter created from time to time and arising in any Automatic Additional Accounts, and in each case, thereafter created from time to time until the termination of the Trust, (ii) any Merchant Fees and Deferred Billing Fees, (iii) all Recoveries allocable to the foregoing Accounts and all Recoveries which are identified as relating to specific Defaulted Receivables and (iv) all monies due or to become due thereunder and all amounts received with respect thereto and all proceeds (including, without limitation, "proceeds" as such term is defined in the UCC) thereof (collectively, the "Purchased Assets"). (b) In connection with such Conveyance, TCC agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) and to take such other action with respect to the Receivables now existing and hereafter created, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from RNB to TCC on and after the Closing Date, (ii) that such financing statements shall name RNB, as seller, and TCC, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding continuation statements, which shall be delivered as filed) to RNB (or to the Trustee, if RNB so directs) as soon as is practicable after filing. (c) In connection with such Conveyance, RNB further agrees that it will, at its own expense, (i) on (A) the Automatic Addition Termination Date or Automatic Addition Suspension Date, in the case of the Initial Accounts and any Additional Accounts designated pursuant hereto prior to such dates, (B) the applicable Addition Date, in the case of Supplemental Accounts, and (C) the applicable Removal Date, in the case of Removed Accounts, indicate in its computer files or microfiche or printed lists that the Receivables created in connection with the Accounts have been (a) sold to TCC pursuant to this Agreement and (b) sold by TCC to TRC pursuant to the TRC Purchase Agreement and (c) transferred by TRC to the Trustee pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders by including (or, in the case of Removed Accounts, either including such a code identifying the Removed Accounts only if the removal occurs prior to the Automatic Addition Termination Date or any Automatic Addition Suspension Date, or subsequent to a Restart Date, or deleting such code thereafter) in such computer files and microfiche or printed lists the code or other notation identifying each such Account and (ii) deliver to TCC on the date referred to in clauses (A), (B) or (C) above, as applicable, a computer file or microfiche or printed list containing a true and complete list of all such Accounts specifying for each such Account, as of the Automatic Addition Termination Date or any Automatic Addition Suspension Date, in the case of clause (A) above, the applicable Addition Cut-Off Date, in the case of Supplemental Accounts, and the Removal Date, in the case of Removed Accounts, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account. Such computer files or microfiche or printed lists, as supplemented from time to time to reflect Supplemental Accounts or Removed Accounts, shall be marked as Schedule I to this Agreement, shall be delivered to TCC (or to the Trustee, if so directed by TCC) and marked as proprietary and confidential, and are hereby incorporated into and made a part of this Agreement. RNB further agrees not to alter the code or other notation referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until (x) such Account becomes a Removed Account, (y) a Restart Date has occurred on which RNB starts including Automatic Additional Accounts as Accounts or (z) RNB shall have delivered to TCC and the Trustee at least 30 days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the respective interests of TCC and the Trustee in the Receivables and other Trust Assets to continue to be perfected with the priority required by this Agreement and the Pooling and Servicing Agreement, respectively. (d) It is the intention of the parties hereto that the conveyance of the Receivables and the other Purchased Assets by RNB to TCC as provided in this Section 2.1 be, and be construed as, an absolute sale, without recourse, of the Receivables by RNB to TCC. Furthermore, it is not intended that such conveyance be deemed a pledge of the Receivables and the other Purchased Assets by RNB to TCC to secure a debt or other obligation of RNB. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC and RNB hereby grants to TCC a "security interest" within the meaning of Article 9 of the UCC in all of RNB's right, title and interest in and to the Receivables and the other Purchased Assets and all amounts payable to the holders of the Receivables after the Closing Date in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to secure a loan in an amount equal to the Purchase Price of the Receivables. Section 2.2. Addition of Additional Accounts. (a) All accounts which meet the definition of Automatic Additional Accounts shall be included as Accounts from and after the date upon which such Automatic Additional Accounts are created and all Receivables in such Automatic Additional Accounts, whether such Receivables are then existing or thereafter created, shall be transferred automatically to TCC upon creation by RNB. For all purposes of this Agreement, all receivables of such Automatic Additional Accounts shall be treated as Receivables upon their creation and shall be subject to the eligibility criteria specified in the definitions in the Pooling and Servicing Agreement of "Eligible Receivable" and "Eligible Account." RNB may elect at any time to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts as of any Business Day (the "Automatic Addition Termination Date") or suspend such inclusion as of any Business Day (an "Automatic Addition Suspension Date") until a future Business Day to be notified in writing by RNB to TCC (the "Restart Date"), by delivering to TCC ten days prior written notice of such election at least 10 days prior to such Automatic Addition Termination Date or Automatic Addition Suspension Date. Promptly after an Automatic Addition Termination Date, an Automatic Addition Suspension Date or a Restart Date, RNB and TCC agree to execute and TCC agrees to record and file at its own expense an amendment to the financing statements referred to in Section 2.1(b) hereof to specify the accounts then subject to this Agreement (which specification may incorporate a list of accounts by reference) and, except in connection with any such filing made after a Restart Date, to release any security interest in any accounts created after the Automatic Addition Termination Date or any Automatic Addition Suspension Date. (b) If, from time to time, TCC becomes obligated to designate supplemental accounts or Participation Interests pursuant to Section 2.2(b) of the TRC Purchase Agreement, then TCC shall give RNB written notice thereof on or before the eighth Business Day (the "Addition Notice Date") prior to the Addition Date therefor, and RNB shall on or before the Addition Date, designate sufficient Eligible Accounts (the "Supplemental Accounts") to be included as Accounts, or Participation Interests, as the case may be, so that after the inclusion thereof TCC will be in compliance with the requirements of Section 2.2(b) of the TRC Purchase Agreement; provided, however, that the failure of RNB to transfer Receivables to TCC as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement. Additionally, subject to Section 2.9(b) of the Pooling and Servicing Agreement, from time to time, Accounts may be designated to be included as Supplemental Accounts or Participation Interests may be designated to be included as Trust Assets, in either case upon the mutual agreement of RNB and TCC. In either event, RNB shall have sole responsibility for selecting such Supplemental Accounts or Participation Interests. In the case of Supplemental Accounts, RNB shall on or prior to the Addition Date therefor execute and deliver to TCC a written assignment from RNB to TCC in substantially the form of Exhibit A (the "Supplemental Conveyance"). Upon such designation, such Supplemental Accounts shall be deemed to be Accounts hereunder. ARTICLE III CONSIDERATION AND PAYMENT Section 3.1. Purchase Price. (a) The "Purchase Price" for the Receivables which came into existence on or prior to the Closing Date conveyed to TCC under this Agreement shall be payable on the Closing Date and shall be an amount equal to 100% of Principal Receivables and Finance Charge Receivables so conveyed (less the amount of any participation interest in the Receivables previously issued to TCC by RNB). The Purchase Price for the Receivables (including Receivables in Additional Accounts) to be conveyed to TCC under this Agreement that are created on any Business Day after the Closing Date shall be payable on the date of conveyance in an amount equal to 100% of the Principal Receivables, based on estimated Principal Receivables (subject to adjustment on each Distribution Date to reflect actual Principal Receivables so conveyed (the "New Principal Receivables")), the Purchase Price to be adjusted from time to time with respect to New Principal Receivables originated thereafter to reflect such factors as RNB and TCC mutually agree will result in a Purchase Price determined to approximate the fair market value of such New Principal Receivables. (b) The Purchase Price to be paid by TCC on the Closing Date and with respect to each Receivable created thereafter shall be paid in cash in accordance with Section 3.3. Section 3.2. Adjustments to Purchase Price. The Purchase Price with respect to any Receivable previously sold to TCC by RNB which has since been reduced by RNB or the Servicer because of a rebate, refund, unauthorized charge or billing error to a cardholder because such Receivable was created in respect of merchandise that was refused or returned by a cardholder on each Business Day shall be reduced on such Business Day by the amount of such adjustment (a "Credit Adjustment") and such Credit Adjustment shall be payable on such Business Day, based on an estimate of credit adjustments, subject to adjustment for actual calculations on the related Distribution Date. Section 3.3. Settlement and Ongoing Payment of Purchase Price. On each Business Day, RNB shall deliver a settlement statement (the "Settlement Statement") to TCC, showing the aggregate Purchase Price of Receivables conveyed to TCC on such Business Day, and the amount which remains unpaid as Credit Adjustments made with respect to such Business Day pursuant to Section 3.2 hereof and any adjustment to the Purchase Price of Receivables with respect to such Business Day pursuant to Section 6.1 hereof. On each Distribution Date, RNB shall calculate the actual aggregate Purchase Price and Credit Adjustments for each day during the preceding Monthly Period which shall also reflect adjustments to the aggregate Purchase Price for such Monthly Period required pursuant to Section 6.1. Any balance due from TCC to RNB shall be paid in immediately available funds to RNB and any balance due from RNB to TCC shall be paid in immediately available funds to TCC. ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1. Representations and Warranties of RNB Relating to RNB. RNB hereby represents and warrants to, and agrees with, TCC as of the Closing Date and on each Addition Date, that: (a) Organization and Good Standing. RNB is a national banking association validly existing in good standing under the laws of the United States, and has full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) Due Qualification. RNB is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Credit Card Agreement relating to an Account owned by RNB or any Receivable unenforceable by RNB, the Seller, the Servicer or the Trustee and would have a material adverse effect on the interests of TCC or the Investor Certificateholders. (c) Due Authorization. The execution, delivery and performance of this Agreement and any other document or instrument delivered pursuant hereto (such other documents or instruments, collectively, the ("Conveyance Papers") and the consummation of the transactions provided for in this Agreement or any other Conveyance Papers have been duly authorized by all necessary corporate action on the part of RNB. (d) No Conflict. The execution and delivery of this Agreement and the Conveyance Papers by RNB, the performance of the transactions contemplated by this Agreement and the Conveyance Papers, and the fulfillment of the terms of this Agreement and the Conveyance Papers applicable to RNB will not conflict with, violate or result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which RNB is a party or by which it or any of its properties are bound. (e) No Violation. The execution, delivery and performance of this Agreement and the Conveyance Papers by RNB and the fulfillment by RNB of the terms hereof and thereof will not conflict with or violate any Requirements of Law applicable to RNB. (f) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of RNB, threatened against RNB, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement or any of the Conveyance Papers, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Conveyance Papers, (iii) seeking any determination or ruling that, in the reasonable judgment of RNB, would materially and adversely affect the performance by RNB of its obligations under this Agreement or any of the Conveyance Papers, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any of the Conveyance Papers or (v) seeking to affect adversely the income tax attributes of the Trust under United States Federal or applicable state income or franchise tax systems. (g) All Consents. All approvals, authorizations, consents, orders or registrations or declarations with any Person or any governmental body or official required in connection with the execution and delivery by RNB of this Agreement or any of the Conveyance Papers and the performance of the transactions contemplated by this Agreement or any of the Conveyance Papers by RNB have been duly obtained, effected or given and are in full force and effect. (h) Insolvency. RNB is not insolvent and no Insolvency Event with respect to RNB has occurred, and the transfer of the Receivables by RNB to TCC contemplated hereby has not been made in contemplation of such insolvency or Insolvency Event. The representations and warranties set forth in this Section 4.1 shall survive the transfer and assignment of the Receivables to TCC. Upon discovery by RNB or TCC of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give written notice to the other party within three Business Days following such discovery. RNB agrees to cooperate with TCC and the Trustee in attempting to cure any such breach. Section 4.2. Representations and Warranties of RNB Relating to the Agreement and the Receivables. (a) Representations and Warranties. RNB hereby represents and warrants to TCC as of the date of this Agreement, as of the Closing Date and, with respect to Additional Accounts, as of the related Addition Date that: (i) this Agreement and, in the case of Supplemental Accounts, the related Supplemental Conveyance, when executed and delivered on behalf of RNB, each constitute a valid and binding obligation of RNB enforceable against RNB in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (ii) as of the Automatic Addition Termination Date or any Automatic Addition Suspension Date, and as of each subsequent Addition Date with respect to Supplemental Accounts, Schedule I to this Agreement and the related computer file, microfiche list or printed list delivered pursuant to this Agreement, as supplemented to such date, is an accurate and complete listing in all material respects of all the Accounts as of such date or such Additional Cut-Off Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing thereunder is true and correct in all material respects as of such date or such applicable Additional Cut-Off Date, as the case may be; (iii) RNB is the legal and beneficial owner of all right, title and interest in and to each Receivable (subject, on the Closing Date, to any participation interest in the Receivables held by TCC), RNB has the full right, power and authority to transfer the Receivables pursuant to this Agreement; and each Receivable conveyed to TCC by RNB has been conveyed to TCC free and clear of any Lien of any Person claiming through or under RNB or any of its Affiliates (other than Liens permitted under Section 5.1(b)) and in compliance, in all material respects, with all Requirements of Law applicable to RNB; (iv) all authorizations, consents, orders, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by RNB in connection with the conveyance of such Receivable to TCC have been duly obtained, effected or given and are in full force and effect; (v) this Agreement or, in the case of Supplemental Accounts, the related Supplemental Conveyance, upon execution and delivery on behalf of RNB, constitutes a valid absolute sale and assignment to TCC of all right, title and interest of RNB in and to the Receivables and the other Purchased Assets, all monies due or to become due with respect thereto and all proceeds thereof, and, in the case of Supplemental Accounts, the related Supplemental Conveyance, will constitute, at the time of such addition, an absolute sale of such property and the proceeds thereof. Upon the filing of the financing statements pursuant to Section 2.1(a) and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, TCC shall have a first-priority perfected security interest (as defined in the UCC) in such property and proceeds (as defined in the UCC) except for Liens permitted by Section 5.1(b); (vi) except as otherwise expressly provided in this Agreement, the Pooling and Servicing Agreement or any Supplement, neither RNB nor any Person claiming through or under RNB has any claim to or interest in the Collection Account, the Special Funding Account, any Series Account or any Enhancement; (vii) on the Initial Cut-Off Date, with respect to each Initial Account, on the date of its creation, with respect to each Automatic Additional Account and, on the applicable Addition Cut-Off Date, with respect to each related Supplemental Account each Account classified as an "Eligible Account" by RNB in any document or report delivered hereunder will satisfy the requirements contained in the definition of Eligible Account and each Receivable classified as an "Eligible Receivable" by RNB in any document or report delivered hereunder will satisfy the requirements contained in the definition of Eligible Receivable; (viii) on the Initial Cut-Off Date, each Receivable then existing is an Eligible Receivable, on the date of creation of each Automatic Additional Account, each Receivable contained in such Automatic Additional Account is an Eligible Receivable and, on the applicable Additional Cut-Off Date, each Receivable contained in any related Supplemental Account is an Eligible Receivable; and (ix) as of the date of the creation of any new Receivable, such Receivable is an Eligible Receivable. (b) Notice of Breach. The representations and warranties set forth in this Section 4.2 shall survive the transfer and assignment of the Receivables to TCC. Upon discovery by either RNB or TCC of a breach of any of the representations and warranties set forth in this Section 4.2, the party discovering such breach shall give written notice to the other party within three Business Days following such discovery; provided that the failure to give notice within three Business Days does not preclude subsequent notice. RNB hereby acknowledges that TCC intends to rely on the representations hereunder in connection with representations made by TCC to secured parties, assignees or subsequent transferees including but not limited to transfers made by TCC to TRC pursuant to the TRC Purchase Agreement. RNB agrees to cooperate with TCC and the Trustee in attempting to cure any such breach. Section 4.3. Representations and Warranties of TCC. As of the Closing Date, TCC hereby represents and warrants to, and agrees with, RNB that: (a) Organization and Good Standing. TCC is a corporation validly existing in good standing under the laws of the State of Minnesota and has full power and authority to own its properties and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver and perform its obligations under this Agreement and the Conveyance Papers. (b) Due Authorization. The execution and delivery of this Agreement and the Conveyance Papers and the consummation of the transactions provided for in this Agreement and the Conveyance Papers have been duly authorized by TCC by all necessary corporate action on the part of TCC. (c) No Conflict. The execution and delivery of this Agreement and the Conveyance Papers, the performance of the transactions contemplated by this Agreement and the Conveyance Papers, and the fulfillment of the terms hereof and thereof, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which TCC is a party or by which it or any of its properties are bound. (d) No Violation. The execution, delivery and performance of this Agreement and the Conveyance Papers by TCC and the fulfillment of the terms contemplated herein and therein applicable to TCC will not conflict with or violate any Requirements of Law applicable to TCC. (e) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of TCC, threatened against TCC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement or any of the Conveyance Papers, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Conveyance Papers, (iii) seeking any determination or ruling that, in the reasonable judgment of TCC, would materially and adversely affect the performance by TCC of its obligations under this Agreement or any of the Conveyance Papers or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any of the Conveyance Papers. (f) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by TCC in connection with the execution and delivery by TCC of this Agreement and the Conveyance Papers and the performance of the transactions contemplated by this Agreement and the Conveyance Papers or the fulfillment of the terms of this Agreement and the Conveyance Papers by TCC have been duly obtained, effected or given and are in full force and effect. The representations and warranties set forth in this Article IV shall survive the Conveyance of the Receivables to TCC and termination of the rights and obligations of TCC and RNB under this Agreement. Upon discovery by TCC or RNB of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other party. ARTICLE V COVENANTS Section 5.1. RNB Covenants. RNB hereby covenants and agrees with TCC as follows: (a) Receivables not to be Evidenced by Promissory Notes. Except in connection with the enforcement or collection of an Account, RNB will take no action to cause any Receivable transferred by it pursuant hereto to be evidenced by any "instrument," other than an instrument that, taken together with one or more other writings constitutes chattel paper (as such terms are defined in the UCC) and, if any such Receivable is so evidenced (whether or not in connection with the enforcement or collection of an Account), it shall be deemed to be an Ineligible Receivable in accordance with Section 6.1. (b) Security Interests. Except for the conveyances hereunder or as otherwise provided herein, RNB will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist, any Lien on any Receivable, whether now existing or hereafter created, or any interest therein; and RNB will immediately notify TCC of the existence of any Lien on any Receivable; and RNB shall defend the right, title and interest of TCC in, to and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under RNB; provided, however, that nothing in this Section 5.1(b) shall prevent or be deemed to prohibit RNB from suffering to exist upon any of the Receivables any Lien for taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto. (c) RNB's Interest. Except for the conveyances hereunder and in connection with any transaction permitted pursuant to Section 9.5 of the Pooling and Servicing Agreement, RNB hereby agrees not to transfer, assign, exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest in the Accounts and any such attempted transfer, assignment, exchange, conveyance, pledge, hypothecation or grant shall be void. (d) Delivery of Collections or Recoveries. If RNB receives Collections or Recoveries, RNB agrees to pay to TCC (or its designee if TCC so directs) all such Collections and Recoveries as soon as practicable after receipt thereof but in no event later than two Business Days after the Date of Processing by RNB; provided, however, that for so long as RNB is acting as Servicer pursuant to the Pooling and Servicing Agreement, RNB shall apply collections or recoveries received by it in accordance with the Pooling and Servicing Agreement. (e) Notice of Liens. RNB shall notify TCC promptly after becoming aware of any Lien on any Receivable other than the conveyances hereunder or any Lien permitted under Section 5.1(b) hereof or Section 2.7(b) of the Pooling and Servicing Agreement. (f) Periodic Rate Finance Charges. (i) Except (x) as otherwise required by any Requirement of Law or (y) as is deemed by RNB in its sole discretion to be appropriate, it shall not at any time reduce the annual percentage rates of the Periodic Finance Charges assessed on the Receivables or reduce other fees charged on any of the Accounts if, either (a) as a result of such reduction it is reasonably expected that such reduction will cause an Early Amortization Event to occur with respect to a Series or (b) such reduction (x) if RNB owns a comparable segment of receivables, is not applied to any such comparable segment of consumer open end credit accounts owned by RNB that have characteristics the same as or substantially similar to the Receivables that are the subject of such reduction and (y) if RNB does not own such a comparable segment of receivables, will not be made with the intent to materially benefit the Transferor over the Investor Certificateholders or to materially adversely affect the Investor Certificateholders, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Transferor and an unrelated third party or by the terms of the Accounts. (g) Credit Card Agreements and Guidelines. RNB shall comply with and perform its obligations under the Credit Card Agreements relating to the Accounts and the Credit Card Guidelines except insofar as any failure to so comply or perform would not materially and adversely affect the rights of TCC hereunder, the rights of TRC under the TRC Purchase Agreement and the rights of the Trust or the Certificateholders under the Pooling and Servicing Agreement or the Certificates. Subject to compliance with all Requirements of Law, RNB may not change the terms and provisions of the Credit Card Agreements or the Credit Card Guidelines with respect to any of the Accounts in any respect (including the calculation of the amount, or the timing, of charge-offs and the Periodic Finance Charges and other fees to be assessed thereon) if, either (a) as a result of such change it is reasonably expected that such change will cause an Early Amortization Event to occur with respect to a Series or (b) such change (x) if RNB owns a comparable segment of receivables, is not applied to any such comparable segment of consumer open end credit accounts owned by RNB that have characteristics the same as or substantially similar to the Receivables that are the subject of such change and (y) if RNB does not own such a comparable segment of receivables, will not be made with the intent to materially benefit the Transferor over the Investor Certificateholders or to materially adversely affect the Investor Certificateholders, except as otherwise restricted by an endorsement, sponsorship, or other agreement between the Transferor and an unrelated third party or by the terms of the Accounts. (h) Documentation of Transfer. RNB shall cause to be executed and delivered to TCC any documents (including financing statements and/or continuation statements under the UCC) that would be necessary to perfect and maintain the security interest in and to the Purchased Assets contemplated by this Agreement. (i) Approval of Official Records. The execution, delivery and performance of RNB's obligations under this Agreement, and the transactions contemplated hereby, have been duly approved by RNB's Board of Directors. (j) Sale. RNB agrees to treat the Conveyance, for all purposes (including all relevant tax and financial accounting purposes) as a sale on all federal and state tax returns, financial statements and other applicable documents. (k) Continuous Perfection. RNB shall not change its name, identity or structure in any manner that might cause any financing or continuation statement filed pursuant to this Agreement to be misleading within the meaning of Section 9-402(7) of the UCC (or any other then applicable provision of the UCC) unless RNB shall have delivered to TCC at least 30 days prior written notice thereof and, no later than 30 days after making such change, shall have taken all action necessary or advisable to amend such financing statement or continuation statement so that it is not misleading. RNB shall not change its chief executive office or change the location of its principal records concerning the Receivables or the Collections unless it has delivered to TCC at least 30 days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of TCC in the Receivables and other Purchased Assets to continue to be perfected with the priority required by this Agreement. Section 5.2. TCC Covenant. Servicing Fee. TCC covenants and agrees with RNB to pay RNB from available amounts any portion of the Servicing Fee that is not paid to RNB pursuant to Section 3.2 of the Pooling and Servicing Agreement. If RNB is subsequently paid such Servicing Fee pursuant to the Pooling and Servicing Agreement, then RNB shall promptly return such payments to TCC. ARTICLE VI REPURCHASE OBLIGATION Section 6.1. Reassignment of Ineligible Receivables. In the event that (x) any representation or warranty under Section 4.2(a)(ii), (iii), (iv), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account, and (y) the Receivable to which such untrue or incorrect representation or warranty relates is given a value of zero for purposes of determining the aggregate Principal Receivables under the terms of the Pooling and Servicing Agreement, RNB shall pay to TCC an amount in cash equal to the Purchase Price, adjusted for any Collections received, paid for any such Ineligible Receivable by TCC to RNB. Such amount may be offset against any amounts due from TCC to RNB with respect to the Purchase Price for Receivables sold to TCC on such day; provided, however, that RNB shall not be obligated to make any such cash payment until the Distribution Date following a Monthly Period with respect to amounts owing for such Monthly Period, which payment shall be made in accordance with Section 3.3. The obligation of RNB set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement of Eligible Receivable with respect to such Receivable available to TCC and TCC shall not be obligated to transfer any such Receivable to RNB. Section 6.2. Reassignment of Certificateholders' Interest in Trust Portfolio. In the event any representation or warranty set forth in Section 4.1(a) or (c) or Section 4.2(a)(i), (v) or (vi) is not true and correct in any material respect and as a result thereof TCC is required to accept a reassignment of the Receivables transferred to TRC by TCC pursuant to Section 6.2 of the TRC Purchase Agreement, RNB shall be obligated to accept a reassignment of TCC's interest in such Receivables on the terms set forth below. RNB shall pay to TCC by depositing in the Collection Account in same-day funds, not later than 10:00 A.M. New York City time, on the Distribution Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the Portfolio Reassignment Price. Section 6.3 Conveyance of Reassigned Receivables. Upon the request of RNB, TCC shall execute and deliver to RNB a reconveyance substantially in such form and upon such terms as shall be acceptable to RNB, pursuant to which TCC evidences the conveyance to RNB of all of TCC's right, title, and interest in any Receivables reconveyed to RNB pursuant to Section 6.1 and 6.2. TCC shall (and shall cause TRC and the Trustee to) execute such other documents or instruments of conveyance or take such other actions as RNB may reasonably require to effect any repurchase of Receivables pursuant to this Article VI. ARTICLE VII CONDITIONS PRECEDENT Section 7.1. Conditions to TCC's Obligations Regarding Initial Receivables. The obligations of TCC to purchase the Receivables in the Initial Accounts on the Closing Date shall be subject to the satisfaction of the following conditions: (a) All representations and warranties of RNB contained in this Agreement shall be true and correct in all material respects on the Closing Date with the same effect as though such representations and warranties had been made on such date; (b) All information concerning the Initial Accounts provided to TCC shall be true and correct in all material respects as of the Initial Cut-Off Date; (c) RNB shall have substantially performed all other obligations required to be performed by the provisions of this Agreement; (d) On or before the Closing Date, TCC and TRC shall have entered into the TRC Purchase Agreement, TRC and the Trustee shall have entered into the Pooling and Servicing Agreement, TRC, RNB and the Trustee shall have entered into the Participation Supplement and the closing under each such agreement shall take place simultaneously with the initial closing hereunder; and (e) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to TCC, and TCC shall have received from RNB copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as TCC may reasonably have requested. Section 7.2. Conditions to TCC's Obligations Regarding Additional Receivables. The obligations of TCC to purchase any Receivables created on or after the Closing Date, shall be subject to the satisfaction of the following conditions: (a) All representations and warranties of RNB contained in this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such purchase; (b) All information (concerning any Account to which such Receivables relate) provided or to be provided to TCC shall be true and correct in all material respects on the date of such purchase; and (c) On and after the Automatic Addition Termination Date or any Automatic Addition Suspension Date (and in such latter case, until a Restart Date), RNB shall have indicated in its computer files, microfiche list or printed list that such Receivables (created in respect of any Account to which such Receivables relate) have been sold to TCC in accordance with this Agreement and transferred to the Trust pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders. Section 7.3. Conditions Precedent to Obligations of RNB. The obligations of RNB to sell on any date Receivables shall be subject to the satisfaction of the following conditions: (a) All representations and warranties of TCC contained in this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on the date of such sale; (b) Payment or provision for payment of the Purchase Price in accordance with the provision of Sections 3.1, 3.2 and 3.3 hereof shall have been made; (c) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to RNB, and RNB shall have received from TCC copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as RNB may reasonably have requested; (d) TCC shall have recorded and filed, at its expense, with respect to the Initial Accounts and Automatic Additional Accounts on or prior to the Closing Date, with respect to Automatic Additional Accounts created on and after a Restart Date, on or prior to such Restart Date, and with respect to Supplemental Accounts on or prior to the applicable Addition Date of Receivables in such Accounts, any UCC-1 or other financing statement with respect to the Receivables then existing and thereafter created for the transfer of accounts (as defined in Section 9-106 of the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as would be necessary or advisable to perfect or evidence the sale of the Receivables from RNB to TCC, and shall deliver a file- stamped copy of such financing statements or other evidence of such filings to RNB; and (e) On the Closing Date, the Trust shall have issued a Participation representing a 5% undivided interest in the Receivables, to RNB. ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.1. Term. This Agreement shall commence as of the date of execution and delivery hereof and shall continue until the termination of the Trust as provided in Article XII of the Pooling and Servicing Agreement. Section 8.2. Purchase Termination. If RNB shall fail generally to, or admit in writing its inability to, pay its debts as they become due; or if a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of RNB in an involuntary case under any Debtor Relief Law, or for the appointment of a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of RNB or for any substantial part of RNB's property, or for the winding-up or liquidation of RNB's affairs and, if instituted against RNB, any such proceeding shall continue undismissed or unstayed and in effect, for a period of 60 consecutive days, or any of the actions sought in such proceeding shall occur; or if RNB shall commence a voluntary case under any Debtor Relief Law, or if RNB shall consent to the entry of an order for relief in an involuntary case under any Debtor Relief Law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of, or for, any substantial part of its property, or any general assignment for the benefit of its creditors; or RNB or any subsidiary of RNB shall have taken any corporate action in furtherance of any of the foregoing actions (each an "Insolvency Event"); then RNB shall immediately cease to transfer Principal Receivables to TCC and shall promptly give notice to TCC and the Trustee of such Insolvency Event. Notwithstanding any cessation of the transfer to TCC of additional Principal Receivables, Principal Receivables transferred to TCC prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be property of TCC transferable by TCC to TRC pursuant to the TRC Purchase Agreement and by TRC to the Trust pursuant to the Pooling and Servicing Agreement. ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.1. Amendment. This Agreement and any Conveyance Papers and the rights and obligations of the parties hereunder may not be changed orally, but only by an instrument in writing signed by TCC and RNB in accordance with this section 9.1. This Agreement and any Conveyance Papers may be amended from time to time by TCC and RNB (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or in any such other Conveyance Papers, (iii) to add any other provisions with respect to matters or questions arising under this Agreement or any Conveyance Papers that shall not be inconsistent with the provisions of this Agreement or any Conveyance Papers, (iv) to change or modify the Purchase Price, (v) to change, modify, delete or add any other obligation of RNB or TCC and (vi) to provide for the transfer by RNB or TCC of its interest in and to all or part of the Accounts in accordance with the provisions of the Pooling and Servicing Agreement (if such transfer is for less than all of the Accounts, the respective rights, duties and obligations of TCC, RNB and the Servicer will be determined at the time of such transfer); provided, however, that no amendment pursuant to clause (v) of this Section 9.1 shall be effective unless RNB and TCC have been notified in writing that the Rating Agency Condition has been satisfied; provided, further, that such action shall not (as evidenced by an Opinion of Counsel delivered to the Trustee) adversely affect in any material respect the interests of the Trustee or the Certificateholders, unless the Trustee shall consent thereto. Any reconveyance executed in accordance with the provisions hereof shall not be considered to be an amendment to this Agreement. A copy of any amendment to this Agreement shall be sent to the Rating Agency. SECTION 9.2. GOVERNING LAW; JURISDICTION. THIS AGREEMENT AND THE CONVEYANCE PAPERS SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. [Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts) and further agrees that service of any process, summons, notice or document by prepaid certified mail with proof of mailing receipt validated by the United States Postal Service to its respective address set forth in Section 9.3 (or to the agent of such party appointed and maintained in the State of Delaware as such party's agent for acceptance of legal process) shall be effective service of process for any litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware or of the federal courts sitting in the State of Delaware and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.] Section 9.3. Notices. (a) All demands, notices, instructions, directions and communications (collectively, ("Notices") under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by registered mail, return receipt requested, or sent by facsimile transmission to (i) in the case of TCC, to Target Capital Corporation, 777 Nicollet Mall, Minneapolis, Minnesota 55402, Attention of Treasurer (facsimile no. (612) 370- 5508), (ii) in the case of RNB, to Retailers National Bank, 3901 West 53rd Street, Sioux Falls, South Dakota 57106, Attention: Vice President and Manager (facsimile no. (605) 362-2028) and (iii) in the case of the Trustee, to Norwest Bank Minnesota, National Association, Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0069, Attention of Joseph Travis (facsimile no. (612) 667-9825), (iv) in the case of Moody's, to 99 Church Street, New York, New York 10007, Attention of ABS Monitoring Department 4th Floor (facsimile no. 212-553- 4600) and (v) in the case of Standard & Poor's, to 55 Water Street, New York, New York 10041, Attention of Asset Backed Group (facsimile no. 212-___________). Section 9.4. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement or any Conveyance Paper shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Agreement or any Conveyance Paper and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of any Conveyance Paper. Section 9.5. Assignment, Sale of Accounts. (a) Notwithstanding anything to the contrary contained herein, except as set forth in Section 9.5(b) and other than TCC's assignment of its right, title, and interest in, to, and under this Agreement to TRC as contemplated by the TRC Purchase Agreement and Section 9.6 hereof and TRC's assignment of its right, title and interest in, to, and under this Agreement to the Trustee for the benefit of the Certificateholders as contemplated by the Pooling and Servicing Agreement and Section 9.6 hereof, this Agreement and all other Conveyance Papers may not be assigned by the parties hereto. (b) Notwithstanding the provisions of Section 9.5(a) hereof and of Section 8.2 of the Pooling and Servicing Agreement, RNB may assign, convey and transfer all of its consumer open end credit card accounts and the receivables arising thereunder, which may include the Accounts, and its interest in any Participation Interests (collectively, the "Assigned Assets"), together with all servicing functions under the Pooling and Servicing Agreement and other obligations under this Agreement or relating to the transactions contemplated hereby (collectively, the "Assumed Obligations"), to another entity (the "Assuming Entity") which may be an entity that is not affiliated with RNB, and RNB may assign, convey and transfer the Assigned Assets and the Assumed Obligations to the Assuming Entity, without the consent or approval of the Certificateholders, in each case upon satisfaction of the following conditions: (i) the Assuming Entity, RNB and the Trustee shall have entered into an assumption agreement (the "Assumption Agreement") providing for the Assuming Entity to assume the Assumed Obligations, including the obligation under this Agreement to transfer the Receivables arising under the Accounts to TCC, and RNB shall have delivered to TCC and the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such assumption and transfer comply with this Section, that such Assumption Agreement is a valid and binding obligation of such Assuming Entity enforceable against such Assuming Entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) RNB or the Assuming Entity shall have delivered to the Trustee copies of UCC-1 financing statements covering such Accounts to perfect TCC's interest in the Receivables arising herein and any Conveyance Papers or Supplemental Conveyance; (iii) TCC shall have received written notice that the Rating Agency Condition has been satisfied with respect to such transfer and assumption and shall have delivered copies of each such written notice to the Servicer and the Trustee; (iv) TCC shall have received an opinion of Counsel with respect to clauses (i) and (ii) above and as to certain other matters that TCC may specify; and (v) the Trustee shall have received a Tax Opinion. Notwithstanding such assumption, RNB shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity hereunder prior to such transfer or as Servicer prior to such transfer. Section 9.6. Acknowledgement and Agreement of RNB. By execution below, RNB expressly acknowledges and agrees that all of TCC's right, title, and interest in, to, and under this Agreement, including, without limitation, all of TCC's right, title, and interest in and to the Receivables purchased pursuant to this Agreement, will be assigned by TCC to TRC and by TRC to the Trustee for the benefit of the Certificateholders, and RNB consents to such assignment. Additionally, RNB agrees for the benefit of the Trustee that any amounts payable by RNB to TCC hereunder which are to be paid by TCC to TRC and by TRC to the Trustee for the benefit of the Certificateholders shall be paid by RNB, on behalf of TCC, directly to the Trustee. Any payment required to be made on or before a specified date in same-day funds may be made on the prior business day in next-day funds. Section 9.7. Further Assurances. TCC and RNB agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party more fully to effect the purposes of this Agreement and the Conveyance Papers, including, without limitation, the execution of any UCC financing statements or continuation statements or equivalent documents relating to the Receivables for filing under the provisions of the UCC or other law of any applicable jurisdiction. Section 9.8. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of TCC or RNB, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law. Section 9.9. Counterparts. This Agreement and all Conveyance Papers may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 9.10. Binding Third-Party Beneficiaries. This Agreement and the Conveyance Papers will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The parties hereto intend that the Trustee shall be a third-party beneficiary of this Agreement. Section 9.11. Merger and Integration. Except as specifically stated otherwise herein, this Agreement and the Conveyance Papers set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the Conveyance Papers. This Agreement and the Conveyance Papers may not be modified, amended, waived or supplemented except as provided herein. Section 9.12. Headings. The headings set forth herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Section 9.13. Schedules and Exhibits. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes. Section 9.14. Survival of Representations and Warranties. All representations, warranties and agreements contained in this Agreement or contained in any Assignment, shall remain operative and in full force and effect and shall survive conveyance of the Receivables by TRC to the Trustee pursuant to the Pooling and Servicing Agreement. IN WITNESS WHEREOF, TCC and RNB have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. TARGET CAPITAL CORPORATION By /s/ Stephen C. Kowalke ----------------------- Name: Stephen C. Kowalke Title: Treasurer RETAILERS NATIONAL BANK By /s/ Stephen C. Kowalke ----------------------- Name: Stephen C. Kowalke Title: Assistant Treasurer EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE (As required by Section 2.2 of the Amended and Restated Bank Receivables Purchase Agreement) SUPPLEMENTAL CONVEYANCE NO. __________ dated as of _____________, ______, by and between RETAILERS NATIONAL BANK, as seller ("RNB"), and TARGET CAPITAL CORPORATION, as purchaser ("TCC"), pursuant to the Amended and Restated Bank Receivables Purchase Agreement referred to below. WITNESSETH: WHEREAS, RNB and TCC are parties to an Amended and Restated Receivables Purchase Agreement, dated as of April 28, 2000 (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the "Receivables Purchase Agreement"); WHEREAS, pursuant to the Receivables Purchase Agreement, RNB wishes to designate Supplemental Accounts to be included as Accounts and RNB wishes to convey the Receivables of such Supplemental Accounts, whether now existing or hereafter created, to TCC pursuant to the Receivables Purchase Agreement (as each such term is defined in the Receivables Purchase Agreement); and WHEREAS, TCC is willing to accept such designation and conveyance subject to the terms and conditions hereof. NOW, THEREFORE, RNB and TCC hereby agree as follows: 1. Defined Terms. Each capitalized term used herein shall have the meanings specified in the Receivables Purchase Agreement unless otherwise defined herein. "Addition Date" shall mean, with respect to the Supplemental Accounts designated hereby, __________, _____. 2. Designation of Supplemental Accounts. RNB delivers herewith a computer file, microfiche list or printed list containing a true and complete schedule identifying all such Supplemental Accounts and specifying for each such Account, as of the Additional Cut-Off Date, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables in such Account. Such computer file, microfiche list or printed list shall be, as of the date of this Supplemental Conveyance, incorporated into and made part of this Supplemental Conveyance and is marked as Schedule I to this Supplemental Conveyance. 3. Conveyance of Receivables. (a) RNB does hereby sell, transfer, assign, set over and otherwise convey to TCC (collectively, the "Conveyance"), without recourse, all of its right, title and interest in, to and under the Receivables generated by such Supplemental Accounts, now existing and hereafter created, all Recoveries allocable to such Supplemental Accounts and all monies due or to become due thereunder and all amounts received with respect thereto and all proceeds (including, without limitation, "proceeds" as defined in Article 9 of the UCC) thereof. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by TCC of any obligation of the Servicer, RNB or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto. (b) In connection with the Conveyance, TCC agrees to record and file, at its own expense, one or more UCC financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, now existing and hereafter created, for the sale of accounts meeting the requirements of applicable state law in such manner and in such jurisdictions as may be necessary or advisable to perfect or evidence the sale and assignment of the Receivables to TCC, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to RNB. (c) In connection with such sale, RNB further agrees, at its own expense, on or prior to the date of this Supplemental Conveyance, to indicate in the appropriate computer files, microfiche list or other records that all Receivables created in connection with the Supplemental Accounts designated hereby have been conveyed to TCC pursuant to this Supplemental Conveyance. 4. Acceptance by TCC. Subject to the satisfaction of the conditions set forth in Section 6 of this Supplemental Conveyance, TCC hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed to TCC pursuant to Section 3(a) of this Supplemental Conveyance, and declares that it shall maintain such right, title and interest. TCC further acknowledges that, prior to or simultaneously with the execution and delivery of this Supplemental Conveyance, RNB delivered to TCC (or to the Trustee if TCC has so directed) the computer file, microfiche list or printed list described in Section 2 of this Supplemental Conveyance. 5. Representations and Warranties of RNB. RNB hereby represents and warrants to TCC as of the date of this Supplemental Conveyance and as of the Addition Date that: (a) Legal, Valid and Binding Obligation. This Supplemental Conveyance constitutes a legal, valid and binding obligation of RNB enforceable against RNB in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity; (b) Eligibility of Accounts. Each Supplemental Account designated hereby is an Eligible Account; (c) Selection Procedures. No selection procedure was utilized by RNB which would result in a selection of Supplemental Accounts that would have a result that would be materially less favorable to the interests of TCC or the Investor Certificateholders of any Series as of the Addition Date than a random selection; (d) Insolvency. RNB is not insolvent and, after giving effect to the conveyance set forth in Section 3 of this Supplemental Conveyance, will not be insolvent; (e) Sale of Receivables. This Supplemental Conveyance constitutes a valid sale, transfer and assignment to TCC of all right, title and interest of RNB in the Receivables and other Purchased Assets now existing or hereafter created, all monies due or to become due and all amounts received with respect thereto and the "Proceeds" (as defined in the UCC) thereof, relating thereto; (f) No Conflict. The execution and delivery of this Supplemental Conveyance, the performance of the transactions contemplated by this Supplemental Conveyance and the fulfillment of the terms hereof, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which RNB is a party or by which it or its properties are bound; (g) No Violation. The execution and delivery of this Supplemental Conveyance by RNB, the performance of the transactions contemplated by this Supplemental Conveyance and the fulfillment of the terms hereof applicable to RNB will not conflict with or violate any Requirements of Law applicable to RNB; (h) No Proceedings. There are no proceedings or investigations, pending or, to the best knowledge of RNB, threatened against RNB before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of the Receivables Purchase Agreement or this Supplemental Conveyance, (ii) seeking to prevent the consummation of any of the transactions contemplated by the Receivables Purchase Agreement or this Supplemental Conveyance, (iii) seeking any determination or ruling that, in the reasonable judgment of RNB, would materially and adversely affect the performance of RNB of its obligations under the Receivables Purchase Agreement or this Supplemental Conveyance or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Supplemental Conveyance; and (i) All Consents. All authorizations, consents, orders or approvals of any court or other governmental authority required to be obtained by RNB in connection with the execution and delivery of this Supplemental Conveyance by RNB and the performance of the transactions contemplated by this Supplemental Conveyance by RNB, have been obtained. 6. Conditions Precedent. The acceptance of TCC set forth in Section 4 of this Supplemental Conveyance is subject to the satisfaction, on or prior to the Addition Date, of the following conditions precedent: (a) Representations and Warranties. Each of the representations and warranties made by RNB in Section 5 of this Supplemental Conveyance shall be true and correct in all material respects as of the date of this Supplemental Conveyance and as of the Addition Date; (b) Officer's Certificate. RNB shall have delivered to TCC an Officer's Certificate confirming that (i) the Supplemental Accounts shall be Eligible Accounts [or specify which, if any, of such Accounts are not Eligible Accounts] and (ii) (A) no selection procedure was utilized by RNB or TCC which would result in a selection of Supplemental Accounts that would have a result that would be materially less favorable to the interests of the Investor Certificateholders of any Series as of the Addition Date than a random selection; and (B) the list of Supplemental Accounts, as of the Additional Cut-Off Date, is a true and complete schedule identifying all such Supplemental Accounts and specifies for each such Account, as of the Additional Cut-Off Date, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables in such Account; and (c) Additional Information. RNB shall have delivered to TCC such information as was reasonably requested by TCC to satisfy itself as to the accuracy of the representation and warranty set forth in Section 5(d) of this Supplemental Conveyance. 7. Ratification of the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby ratified, and all references to the "Receivables Purchase Agreement," to "this Agreement" and "herein" shall be deemed from and after the Addition Date to be a reference to the Receivables Purchase Agreement as supplemented by this Supplemental Conveyance. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Receivables Purchase Agreement shall remain unamended and shall continue to be, and shall, remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or consent to non-compliance with any term or provision of the Receivables Purchase Agreement. 8. Counterparts. This Supplemental Conveyance may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have caused this Supplemental Conveyance to be duly executed and delivered by their respective duly authorized officers on the day and the year first above written. TARGET CAPITAL CORPORATION By_________________________________________ Name: Title: RETAILERS NATIONAL BANK By_________________________________________ Name: Title: Schedule I to Supplemental Conveyance Supplemental Accounts Schedule I LIST OF ACCOUNTS DEEMED INCORPORATED BY REFERENCE