REASSIGNMENT NO. 13 OF RECEIVABLES

  3. Conveyance of Receivables.

(a)        The Trustee does hereby transfer, assign, set-over and otherwise convey to the Seller, without recourse on and after the Removal Date, all right, title and interest of the Trust in and to the Receivables now existing and hereafter created in the Removed Accounts designated hereby, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all proceeds (as defined in Article 9 of the UCC as in effect in the State of New York) of such Receivables and Insurance Proceeds relating thereto.

(b)        In connection with such transfer, the Trustee authorizes the Seller to file a termination statement with respect to the Receivables now existing and hereafter created in the Removed Accounts designated hereby (which may be a single termination statement with respect to all such Receivables) evidencing the release by the Trust of its lien on the Receivables in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to remove such lien.

  4. [Reserved].

5.          Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust as of the Removal Date:

(a)         Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, receivership, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought; and

(b)        Selection Procedures. No selection procedures believed by the Seller to be materially adverse to the interests of the Investor Certificateholders were utilized in selecting the Removed Accounts designated hereby.

6.          Representations and Warranties of the Trustee. Since the date of transfer by the Seller under the Pooling and Servicing Agreement, the Trustee has not sold, transferred or encumbered any Receivable in any Removed Account or any interest therein.

7.          Conditions Precedent. The amendment of the Pooling and Servicing Agreement set forth in Section 8 hereof is subject to the satisfaction of the condition precedent that the Seller shall have delivered to the Trustee an Officer's Certificate certifying that (i) all requirements set forth in Section 2.09 of the Pooling and Servicing Agreement for designating Removed Accounts and reconveying the Receivables of such Removed Accounts, whether now existing or hereafter created, have been satisfied, and (ii) each of the representations and warranties made by the Seller in Section 5 hereof is true and correct. The Trustee may conclusively rely on such Officer's Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying.