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PURCHASE AND SALE AGREEMENT
 THIS PURCHASE AND SALE AGREEMENT Agreement Closing Date th Seller Buyer
 W I T N E S S E T H
     ARTICLE I
DEFINITIONS
  Account
 Account Balance Obligor Payment Obligor Payments. Section 2.5
 Account Documents




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Account Schedule Exhibit A
 Agreement
 Allocated Account Price
 APR
 Bill of Sale Exhibit
B
 Business Day
 Buyer Claims Section 9.2
 CCA Bill of Sale Exhibit C-1
 Claim
 Closing
 Computer File NSFs Exhibit D
 Cutoff Date
 Escrow Agent




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Escrow Agreement
  Holdback  Holdback
Funds Section 2.5 Articles VI, VIII, and IX Holdback Obligations Primary Holdback st Primary Holdback Termination Date Secondary Holdback Pending Claim st Secondary Holdback Termination Date
 Indemnitee Section 9.3
 Indemnitor Section 9.3
  Loan Sale Advisor 
  Obligor 
  Purchase Price  Section
2.4
  Purchase Price Percentage 
 Resale Notice Section 10.1
 Seller Claims Section 9.1
 Servicer
 Servicing Agreement
  Transfer Documents 




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ARTICLE II
PURCHASE AND SALE OF THE ACCOUNTS
 Section 2.1.
    
    Agreement to Sell and Purchase Accounts.Seller agrees to
sell and Buyer agrees to buy the Accounts described in the
Account Schedule, subject to the terms, provisions,
conditions, limitation, waivers and disclaimers set forth in
this Agreement.Section 2.2
    
    Agreement to Assign.At Closing, Seller shall deliver to
Buyer a Bill of Sale and Assignment, in the form of Exhibit B
hereto, executed by an authorized representative of Seller,
which Bill of Sale and Assignment together shall sell,
transfer, assign, set over, quitclaim and convey to Buyer all
right, title and interest of Seller in and to each of the
Accounts sold and the proceeds of the Accounts received by
Seller, if any, from and after the Cutoff Date.Section 2.3
    
    Account Schedule.Seller has provided as Exhibit A hereto the
Account Schedule setting forth all of the Accounts which
Buyer has agreed to purchase and Buyer acknowledges that the
same has been reviewed to its full satisfaction.Section 2.4
    
    Purchase Price/Payment.The Purchase Price for the Accounts
is $82,220,404.55 which Buyer shall pay to Seller on or
before 4:00 p.m. Eastern Standard Time on the Closing Date.
The Purchase Price shall be paid to Seller in United States
Dollars by wire transfer of immediately available funds to
one or more accounts specified by Seller.Section 2.5
    
    Payments Received/Adjustments to Purchase Price. To the
extent that Seller has received any Obligor Payments prior to
the Cutoff Date, Seller has reduced the Account Balances of
the applicable Accounts for purposes of calculating the
Purchase Price. Buyer shall be entitled to a refund of the
Purchase Price within 30 days after the Closing Date in an
amount equal to the product of (i) the Purchase Price
Percentage, and (ii) amount of such Obligor Payments to the
extent that the Account Balances were not reduced by such
Obligor Payments. Sellers liability for refunds obligations
under this Section 2.5 shall be made from and limited to the
Holdback. Buyer shall submit all claims for such refunds to
Seller, with a copy to Escrow Agent.Section 2.6.
    
    Delivery of Post-Cutoff Date Payments. Seller shall, and
shall cause Servicer to, pay over and/or deliver to Buyer all
Obligor Payments that Servicer receives after the Cutoff Date
(less any commissions, fees, and expenses due to Servicer for
payments received after the Cutoff Date through the Closing
Date) on or within 30 days of receipt of such Obligor
Payments and, if deemed necessary or appropriate by Seller or
Servicer, with an endorsement in the form substantially as
follows: Pay to the order of RAC Trust without
representations or warranties and without recourse. Seller
shall indicate on the records related to any of the Accounts
transmitted to Buyer with any remittances made pursuant to
this Section 2.6 the account number, the date of receipt of
each Obligor Payment, the amount of each Obligor Payment, the
commissions, fees, and expenses paid thereon to Servicer, and
any other detail reasonably required to allow Buyer to
properly post the payments to its servicing system. If
Seller has deposited any Obligor Payments received from any
Obligor and issued a check or payment to Buyer with respect
thereto, Buyer shall retain the risk that any such payment so
deposited by Seller shall be returned due to insufficient
funds. Seller shall have a period of 30 days after the date
Seller delivers to Buyer any Obligor Payment pursuant to this
Section 2.6, to notify Buyer in writing that any such Obligor
Payment was returned due to insufficient funds and specifying
the amount thereof, whereupon Buyer shall immediately, and
not later than 30 days




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following receipt of such notice, pay to Seller the amount of such payment by
cashiers or certified check and identify thereon that the payment is being made
pursuant to this Section 2.6.
 ARTICLE III
TRANSFER OF ACCOUNTS AND DOCUMENTS
 Section 3.1
    
    Assignment of Accounts. On the Closing Date, after
confirmation by Seller of receipt of the payment of the
Purchase Price, Seller shall execute and deliver or make
available to Buyer the Transfer Documents. The Bill of Sale
and Assignment shall have the same effect as an individual and
separate bill of sale for and assignment of each and every
Account referenced therein. Buyer shall be responsible at its
own expense for the recording and/or filing of the originals
of any such assignments as it deems necessary or appropriate
in its sole discretion.Section 3.2
    
    Requests for Account Documents. At Buyers request, from the
Closing Date through the one-year anniversary of the Closing
Date, Seller will cause Servicer to provide Account Documents
to Buyer on a case-by-case request basis. The charge will be
$10 per request with a standard 6-business day turn-around
time. If a faster 4-business day turn-around is requested, the
charge will be $15 per request. After the one-year
anniversary of the Closing Date, Servicer may, in its sole
discretion, negotiate new arrangements and pricing with Buyer
for Buyer to purchase from Seller additional Account
Documents. Seller, acting through Servicer, shall not be
obligated to provide documentation for more than 700 of the
Accounts per week. To the extent that Account Documents are
not available, Seller shall cause Servicer to execute and
deliver to Buyer affidavits of the balance of debt in its
servicing system, subject to the aforementioned limitations on
quantity and charge per request. Servicer shall invoice Buyer
directly on a monthly basis for all charges related to the
delivery of Account Documents. Buyer shall be obligated to
pay Servicer in full within 15 days of receipt of such
invoice. Servicer is a third party beneficiary with respect
to this Section 3.2.Section 3.3
    
    Apportionment of Costs. Except as otherwise specifically
provided in this Agreement, each party will be responsible for
all fees, costs and expenses which it incurs in connection
with the negotiation, execution, delivery and performance of
this Agreement and the transactions contemplated hereby.
 ARTICLE IV
SERVICING/COLLECTION
 Section 4.1
    
    Servicing after Closing Date. Unless Buyer, in its sole
discretion, elects to assume Sellers obligations under the
Servicing Agreement, Seller shall terminate such Servicing
Agreement prior to Closing and sell the Accounts to Buyer on
a servicing-released basis. As of the Closing Date, all
rights, obligations, liabilities and responsibilities with
respect to the servicing of the Accounts shall pass to Buyer,
and Seller shall be discharged from all responsibility for
servicing the same.Section 4.2.
    
    Notification to Obligors. If required by law, on mutual
agreement of Buyer and Seller as to the form and substance
thereof, Buyer and Seller shall each mail to the respective
Obligors notice of Sellers sale of the Accounts to Buyer
directing them to make all subsequent payments thereunder to
Buyer or to Buyers designated servicer.




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Section 4.3
    
    Servicing of Accounts. When Buyer services an Account, Buyer
and/or its agent shall at all times:
 (a)
    
    comply with all state and federal laws applicable to
debt collection including without limitation, the Consumer Credit
Protection Act, the Fair Credit Reporting Act and the Fair Debt Collection
Practices Act;(b)
    
    for any Account where the statute of limitations has
run, not falsely represent that a lawsuit will be filed if the Obligor does
not pay; and(c)
    
    not charge any Obligor any charges which are
unauthorized.
 Section 4.4
    
    Use of Sellers Name. Buyer shall not use or refer to the
name of Seller, CCA Assets LLC, any affiliate of Seller, or
First Consumers National Bank and will not represent itself to
be the agent, partner, or joint venturer of Seller, CCA Assets
LLC, any affiliate of Seller, or First Consumers National Bank
with respect to the Accounts. However, Buyer may use the name
of Seller or an affiliate of Seller for purposes of
identifying an Account in communications with the Obligors, in
the caption of any litigation against Obligor (so long as it
is apparent that name of Seller or any affiliate of Seller is
not set forth in such caption as the party plaintiff) in order
to collect amounts outstanding on the Accounts, or when
reporting to credit reporting agencies or responding to any
complaint made by an Obligor to a regulatory body. In
contacting or filing suit against an Obligor, or selling
Accounts, Buyer shall not state or represent in any way that
Buyer is contacting the Obligor, filing suit or selling
accounts for or on behalf of Seller, any affiliate of Seller,
or First Consumers National Bank or that any of the foregoing
will take any action with regard to the Account or the
Obligor.Section 4.5
    
    Reporting to Credit Bureaus. Promptly following Closing,
Seller shall cause Servicer to report the Accounts to the
appropriate credit reporting agencies as having been
sold/transferred. Except as required by law, Seller shall
have no further obligation with respect to credit reporting
with respect to the Accounts after Closing is consummated
hereunder.
 ARTICLE V  RESERVED
 ARTICLE VI
DEFAULTS, SELLERS RIGHT TO CURE
 Section 6.1.
    
    Defaults, Sellers Right to Cure. In the event of a breach by Seller of any
representation, warranty, covenant or agreement made by Seller herein, Seller shall have a
period of 30 days after written notice by Buyer to cure such breach. Buyers notice must be
received by Seller within 180 days following the Closing Date and shall contain detailed
information regarding the basis for such request sufficient to demonstrate to Sellers
reasonable satisfaction that the event in fact constitutes a breach. If Seller is unable or
unwilling to substantially cure or correct such breach within the 30-day period, the parties
may either agree on an amount (each, a Cure Payment) to remedy or compensate Buyer for such
breach or either party may request in writing that the Account be repriced (each, a Repricing
Request). Buyer shall submit each claim for a Cure Payment and Repricing Request to Seller
in writing with a copy to Escrow Agent. If Seller elects to make a Repricing Request, Seller
shall submit copies of the same to Buyer




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and to Escrow Agent. Subject to Section 6.2, Seller shall pay, or cause to be
paid, to Buyer (i) the Cure Payment, or (ii) in the case of a Repricing
Request, the Allocated Account Price for the Account in question, unless Seller
gives Buyer (with a copy to Escrow Agent), within six (6) Business Days after
receipt of a Repricing Request from Buyer, written notice of an objection to
payment. Buyer shall not be entitled to receive more than one payment for all
Holdback Obligations in any calendar month. The parties agree to negotiate in
good faith to resolve any dispute relating to any alleged breach by Seller
hereunder.Section 6.2
    
    Limitation of Buyers Right to Receive Allocated
Account Price. Sellers liability for obligations
under this Article VI shall be limited to the
Holdback.
 ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
  Section 7.1
    
    Independent Evaluation.Buyer is a sophisticated investor, has
knowledge and experience in financial and business matters
that enable it to evaluate the merits and risks of the
transaction contemplated by this Agreement, and its bid for
and decision to purchase the Accounts pursuant to this
Agreement is and was based on Buyers own independent
evaluation of information deemed relevant to Buyer, and of the
information made available to Buyer or its agents by Seller or
Sellers personnel, agents, representatives or independent
contractors, which information Buyer acknowledges and agrees
was in fact made available to it and which it was given the
opportunity to inspect to its complete satisfaction. Buyer
has relied solely on its own investigation and has not relied
on any oral or written information provided by Seller or its
personnel, agents, representatives or independent contractors
except as expressly provided in this Agreement. Buyer
acknowledges and agrees that no employee, agent,
representative or independent contractor of Seller has been
authorized to make, and Buyer has not relied upon, any
statements made by Seller or its employees, agents,
representatives or independent contractors relating to the
Accounts other than those expressly contained in this
Agreement. Buyer acknowledges that Seller has attempted to
provide accurate information to all prospective bidders but
that Seller does not represent, warrant or insure the accuracy
or completeness of any information or its sources of
information contained in the materials submitted to Buyer.
Buyer has made such independent investigations as it deems to
be warranted into the nature, validity, enforceability,
collectability, and value of the Accounts, and all other facts
Buyer deems material to its purchase and is entering into this
transaction solely on the basis of that investigation and
Buyers own judgment.Section 7.2
    
    Authorization.Buyer is duly formed under the laws of the
United States of America and is a United States person
within the meaning of Paragraph 7701(a)(30) of the Internal
Revenue Code of 1986, as amended (the Code). Buyer is duly
and legally authorized to enter into this Agreement and has
complied with all laws, rules, regulations, charter provisions
and bylaws to which it may be subject in connection with this
Agreement and the undersigned representative is authorized to
act on behalf of and bind Buyer to the terms of this
Agreement.Section 7.3
    
    Binding Obligations.This Agreement and all of the obligations
of Buyer hereunder are the legal, valid and binding
obligations of Buyer, enforceable in accordance with the




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terms of this Agreement, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors rights generally and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law).Section 7.4
    
    No Breach or Default.The execution and delivery of this
Agreement and the performance of its obligations hereunder by
Buyer will not conflict with any provision of any law or
regulation to which Buyer is subject or conflict with or
result in a breach of or constitute a default under any of the
terms, conditions or provisions of any agreement or instrument
to which Buyer is a party or by which it is bound or any order
or decree applicable to Buyer, or result in the violation of
any law, rule, regulation, order, judgment or decree to which
Buyer or its property is subject.Section 7.5
    
    Accounts Sold As Is. BUYER ACKNOWLEDGES AND AGREES THAT ALL
ACCOUNTS, ALL DOCUMENTATION, INFORMATION, ANALYSIS AND/OR
CORRESPONDENCE, IF ANY, ARE SOLD, TRANSFERRED, ASSIGNED AND
CONVEYED TO BUYER ON AN AS IS, WHERE IS BASIS, WITH ALL
FAULTS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN. BUYER
ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT AND DOES NOT
REPRESENT, WARRANT OR COVENANT THE NATURE, ACCURACY,
COMPLETENESS, ENFORCEABILITY OR VALIDITY OF ANY OF THE
ACCOUNTS, AND/OR THE ACCOUNT DOCUMENTS, EXCEPT AS EXPRESSLY
PROVIDED HEREIN.Section 7.6
    
    Pending Litigation. There is no proceeding, action,
investigation or litigation pending or, to the best of Buyers
knowledge, threatened against Buyer which, individually or in
the aggregate, may have a material adverse effect on this
Agreement or any action taken or to be taken in connection
with Buyers obligations contemplated herein, or which would
be likely to impair materially its ability to perform under
the terms of this Agreement.Section 7.7
    
    Approvals and Notices. No consent, approval, authorization,
or order of, registration or filing with, or notice to, any
governmental authority or court is required under federal law
or the law of any jurisdiction, for the execution, delivery,
and performance of or compliance by Buyer with this Agreement
or the consummation of any other transaction contemplated
hereby.Section 7.8
    
    Economic Risk.The transactions contemplated by this Agreement
do not involve, nor are they intended in any way to
constitute, the sale of a security or securities within
the meaning of any applicable securities laws, and none of the
representations, warranties or agreements of Buyer shall
create any inference that the transactions involve any
security or securities. Buyer acknowledges, understands
and agrees that the acquisition of these Accounts involves a
high degree of risk and is suitable only for persons or
entities of substantial financial means that have no need for
liquidity and who can hold the Accounts indefinitely or bear
the partial or entire loss of their value.Section 7.9
    
    Nondisclosure. Buyer is in full compliance with its
obligations under the terms of any confidentiality agreement
executed by Buyer as a condition of reviewing the information
made available by Seller or its personnel, agents,
representatives or independent contractors to all potential
bidders for the Accounts. Furthermore, Buyer shall keep the
terms of the Agreement confidential, including the fact that
it has purchased the Accounts




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from Seller, except for any notification to Obligors required pursuant to
Section 4.2 of this Agreement or disclosures made pursuant to law, to any
governmental agency, or to any affiliate of Buyer.Section 7.10
    
    Identity.Buyer is a United States person within the
meaning of Paragraph 7701(a)(30) of the Code.Section 7.11
    
    Enforcement/Legal Actions. Buyer shall not institute any
enforcement or legal action or proceeding in the name of
Seller, any affiliate of Seller, or any predecessor in
interest of Seller. Buyer shall not make reference to any of
the foregoing entities in any correspondence to or discussion
with any particular Obligor regarding enforcement or
servicing of the Accounts, except to identify the subject
debt as set forth in Section 4.4. Buyer shall comply in all
respects with all applicable laws in connection with the
Accounts including, but not limited to, those relating to
debt collection practices, not taking any enforcement action
against any Obligor that would be commercially unreasonable,
and not misrepresenting, misleading, deceiving, or otherwise
failing to adequately disclose to any particular Obligor the
identity of Buyer as the owner of the Accounts. Buyer agrees,
acknowledges, confirms and understands that there may be no
adequate remedy at law for a violation of the terms,
provisions, conditions and limitations set forth in this
Section 7.11 and, accordingly, Seller shall have the right to
seek the entry of an order by a court of competent
jurisdiction enjoining any violation hereof by Buyer or
Buyers agent.Section 7.12
    
    Status of Buyer. Buyer is a sophisticated purchaser that (i)
is in the business of buying or originating or collecting
Accounts of the type being purchased, or (ii) otherwise deals
in such Accounts in the ordinary course of Buyers business.Section 7.13
    
    DTPA Waiver. Buyer has sufficient knowledge and experience
in financial and business matters to evaluate the merits and
risks of the transactions contemplated hereby. Further,
Buyer is not in a disparate bargaining position relative to
Seller. Buyer hereby waives, to the maximum extent permitted
by law, any and all rights, benefits and remedies under any
state deceptive or unfair trade practices/consumer protection
act, with respect to any matters pertaining to this Agreement
and the transactions contemplated hereby.Section 7.14
    
    No Collusion. Neither Buyer, its affiliates, nor any of
their respective officers, partners, agents, representatives,
employees or parties in interest has (i) in any way colluded,
conspired, connived or agreed directly or indirectly with any
other bidder, firm or person to submit a collusive or sham
bid, or any bid other than a bona fide bid, in connection
with the sale resulting in Buyer being the highest bidder for
the Accounts subject to this Agreement, or (ii) in any
manner, directly or indirectly, sought by agreement or
collusion or communication or conference with any other
bidder, firm or person to fix the price or prices, or to fix
any overhead, profit or cost element of the bid price or the
bid price of any other bidder at the sale resulting in Buyer
being the highest bidder for the Accounts subject to this
Agreement, or to secure any advantages against Seller.Section 7.15
    
    Broker. Buyer has not engaged any broker or agent in
connection with this Agreement or the transactions
contemplated by this Agreement or to which this Agreement
relates and Buyer covenants to defend with counsel approved
by Seller and hold harmless and indemnify Seller from and
against any and all costs, expense or liability for any
compensation, commissions and charges claimed against Seller
by any broker or agent based upon a written agreement with
Buyer relating to this Agreement or the transactions
contemplated herein.




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Section 7.16
    
    Survival. The representations and warranties set forth in
this Article VII shall survive the closing of the
transactions herein contemplated for a two year period
commencing on the Closing Date.Section 7.17
    
    Notice of Holdback Claims. Simultaneously with its
submission to Escrow Agent of
any claim to satisfy a
Holdback Obligation, Buyer
shall provide a copy of such
claim to Seller. Buyer
acknowledges that the Escrow
Agreement will provide that
if Seller delivers to Escrow
Agent a notice of objection
to the payment of such claim
within five (5) Business Days
after receipt of a copy of
any such claim, Escrow Agent
shall not disburse funds from
the Holdback with respect to
such claim until the earlier
to occur of receipt of (i)
written directions executed
by Buyer and Seller, or (ii)
an order of an arbitrator
appointed by the American
Arbitration Association
directing payment thereof.
 ARTICLE VIII
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
  Section 8.1
    
    Authorization.Seller is duly and legally authorized to enter into this
Agreement and has complied with all laws, rules, regulations, charter provisions
and bylaws to which it may be subject in connection with this Agreement and the
undersigned representative is authorized to act on behalf of and bind Seller to
the terms of this Agreement.Section 8.2
    
    Binding Obligations.This Agreement and all of the obligations of Seller
hereunder are the legal, valid and binding obligations of Seller, enforceable in
accordance with the terms of this Agreement, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors rights generally and by general equity
principles (regardless of whether such enforcement is considered in a proceeding
in equity or at law).Section 8.3
    
    No Breach or Default.The execution and delivery of this Agreement and the
performance of its obligations hereunder by Seller will not conflict with any
provision of any law or regulation to which Seller is subject or conflict with
or result in a breach of or constitute a default under any of the terms,
conditions or provisions of any agreement or instrument to which Seller is a
party or by which it is bound or any order or decree applicable to Seller, or
result in the violation of any law, rule, regulation, order, judgment or decree
to which Seller or its property is subject.Section 8.4
    
    Title to Accounts. Seller is the lawful holder of (i) the Accounts, having
received title to the credit card accounts from CCA Assets LLC pursuant to the
CCA Bill of Sale (CCA Assets LLC having received title to such credit card
accounts from First Consumers National Bank pursuant to that certain Bill of
Sale a copy of which is attached hereto as Exhibit C-2), and (ii) the
receivables, having received title thereto from Spiegel Credit Card Master Note
Trust pursuant to that certain Bill of Sale a copy of which attached hereto as
Exhibit C-3. Seller is duly and legally authorized to sell, transfer, convey
and assign its rights therein. Since having acquired title to such accounts and
receivables from Spiegel Credit Card Master Note Trust and CCA Assets LLC,
Seller has not made any assignment, conveyance, transfer or sale of any of its
rights or interests in the Accounts




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and the Accounts shall be transferred to Buyer free and clear of all liens and encumbrances.Section 8.5
    
    Compliance with Law. The Accounts have been originated, serviced and collected
in accordance with all applicable laws, and the Accounts are valid, legally
enforceable debts, due and owing from each Obligor.Section 8.6
    
    Broker. Seller has not engaged any broker or agent in connection with this
Agreement or the transactions contemplated by this Agreement or to which this
Agreement relates except Loan Sale Advisor for whose fees and expenses Seller
shall be solely responsible in accordance with its agreement with Loan Sale
Advisor and Seller covenants to defend with counsel approved by Buyer in its
reasonable discretion and hold harmless and indemnify Buyer from and against any
and all costs, expense or liability for any compensation, commissions and
charges claimed against Buyer by any broker or agent based upon a written
agreement with Seller relating to this Agreement or the transactions
contemplated herein.Section 8.7
    
    Information Accurate. The information set forth on the Account Schedule is true
and correct in all material respects.Section 8.8
    
    Holdback. Seller shall maintain the Holdback in the amounts and for the periods
stated in the definition thereof.Section 8.9
    
    Survival. The
representations and warranties set forth in this Article VIII
shall survive the Closing Date for 180 days.Section 8.10
    
    No Material Litigation. There is no proceeding, action, investigation or
litigation initiated by an Obligor pending or, to the best of Sellers
knowledge, threatened against Seller or any Account which, individually or in
the aggregate, may have a material adverse effect on such Account or this
Agreement or any action taken or to be taken in connection with Sellers
obligations contemplated herein, or would be likely to impair materially
Sellers ability to perform under the terms of this Agreement.Section 8.11
    
    No Deceased or Bankrupt
Obligors. Except as disclosed in Schedule 8.11 attached
hereto, no Obligor on the Accounts is deceased or subject to a pending
bankruptcy proceeding except for Obligors who made at least two of the three
scheduled payments (which payments are not returned for insufficient funds) to
Seller during the relevant period before the Cutoff Date.Section 8.12
    
    No Third Party Collection Fees. No Account is subject to third-party collection
or contingency fees.Section 8.13
    
    No Charged-Off Accounts. None of the Accounts should have been charged off
prior to the Closing Date in accordance with Sellers policy and procedures then
in effect. No Account has a negative (credit) balance, has been settled or paid
in full and Seller has not released any Obligor from liability (including by
issuing a 1099C) under any of the Accounts.




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ARTICLE IX
INDEMNIFICATION
 Section 9.1
    
    Buyers Indemnification. From and after the date of this Agreement, Buyer
shall indemnify and hold Seller and its affiliates, and their respective directors, officers,
employees, agents and advisors (each a Seller Indemnified Party) harmless against and from
any and all liability for, and from and against any and all losses or damages a Seller
Indemnified Party may suffer as a result of, any claim, demand, cost, expense, or judgment of
any type, kind, character or nature asserted by any third party (herein, Seller Claims)
including, without limitation, all reasonable expenses incurred by a Seller Indemnified Party
in investigating, preparing or defending against any such Seller Claims and reasonable
attorneys fees both for such defense and all costs and expenses incurred by a Seller
Indemnified Party to enforce this indemnification, which a Seller Indemnified Party shall
incur or suffer as a result of:
 (i)
    
    the material inaccuracy of any of Buyers
representations or warranties made in this Agreement,(ii)
    
    the material breach of any of Buyers covenants made in
this Agreement,(iii)
    
    any claim by any Obligor regarding assignment,
subsequent enforcement, servicing or administration of the Accounts by
Buyer or Buyers agents; or(iv)
    
    any claim arising under the Escrow Agreement resulting
from any act or omission of Buyer.
 The obligations of Buyer under this Article IX shall survive the closing of
the transactions herein contemplated for a period of two (2) years.Section 9.2
    
    Sellers Indemnification. From and after the date of this Agreement, Seller
shall indemnify and hold Buyer and its affiliates, and their respective directors, officers,
employees, agents and advisors (each a Buyer Indemnified Party) harmless against and from
any and all liability for, and from and against any and all losses or damages a Buyer
Indemnified Party may suffer as a result of, any claim, demand, cost, expense, or judgment of
any type, kind, character or nature asserted by any third party (herein, Buyer Claims)
including, without limitation, all reasonable expenses incurred by a Buyer Indemnified Party
in investigating, preparing or defending against any such Buyer Claims and reasonable
attorneys fees both for such defense and all costs and expenses incurred by Buyer to enforce
this indemnification, which a Buyer Indemnified Party shall incur or suffer as a result of:
 (i)
    
    the material inaccuracy of any of Sellers
representations or warranties made in this Agreement,




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(ii)
    
    the material breach of any of Sellers covenants made
in this Agreement,(iii)
    
    any claim by any Obligor regarding the origination,
servicing, collection or administration of the Accounts by Seller or
Sellers agents, or(iv)
    
    any claim arising under the Escrow Agreement resulting
from any act or omission of Seller.
 The obligations of Seller under this Article IX shall survive the closing of
the transactions herein contemplated for one hundred and eighty days (180) days and,
recourse against Seller shall be limited to the Holdback.Section 9.3
    
    Procedure for Indemnification. Any party seeking indemnification
(Indemnitee) with respect to a Claim shall give prompt written notice thereof to the party
against whom indemnification is sought (Indemnitor). Indemnitor shall have the right to
assume the defense of any and all Claims for which indemnification is sought hereunder, and
Indemnitee agrees to cooperate with Indemnitor in any such defense. If the amount of any
Claim shall, at any time subsequent to payment pursuant to this Agreement, be reduced by
recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in
connection therewith, shall promptly be repaid by Indemnitee to Indemnitor.
 ARTICLE X
RESALE OF ACCOUNTS
 Section 10.1
    
    Notice. If Buyer wishes to resell or transfer any of the Accounts to a third
party (including without limitation, any of Buyers affiliated companies), Buyer must give
Seller at least 10 days prior written notice (each, a Resale Notice) of Buyers desire to
transfer. The Resale Notice shall:(a)
    
    identify the Account(s) that Buyer wishes to resell or
transfer; and(b)
    
    identify by name and address each third party that potentially
would purchase or otherwise receive the Account(s) from Buyer.Notwithstanding the above, Buyer, without notice to or approval of Seller, may (i)
resell or transfer the Accounts to one or more entities owned, directly or
indirectly by Buyer or any affiliate or owner of Buyer, or to one or more trusts
established by Buyer or such entities, and (ii) pledge or create a security interest
in the Accounts to or for a lender as collateral for a loan.Section 10.2
    
    Approval.
Except as provided in Section 10.1, Seller shall
have the right to approve of any resale or transfer proposed
by Buyer as provided in Section 10.1 hereof within the 10-day
period following receipt of a Resale Notice, which approval
shall not be unreasonably withheld, conditioned or delayed.
Seller acknowledges that it is not reasonable to withhold its
consent to a proposed transferee who is (i) creditworthy,
(ii) a known participant in the credit card receivables
market, and (iii) of good reputation.Section 10.3
    
    Assignment. If Buyer sells or transfers an Account to a
third party in accordance with this Article X Buyer shall
assign to that third party all of Buyers obligations under
this Agreement relating to such Account, and Buyers
purchaser or transferee shall accept the




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assignment and expressly assume such Accounts in a writing that specifically
indicates that Seller is an intended beneficiary thereof. Seller shall not be
obligated in any way to a third party who acquires or purports to have acquired any
of the Accounts. Any resale or assignment of Accounts without concurrent assignment
of Buyers obligations under this Agreement shall be void.Section 10.4
    
    Communication with Seller. Any approved third-party to whom
Buyer transfers accounts shall not have the right to contact
Seller directly. Buyer shall remain Sellers counterpart and
any communications between any such approved third-party
transferees and Seller shall go through Buyer as the
intermediary. Seller shall have the right, but not the
obligation, to contact any third-party transferee directly if
it receives servicing complaints from any Obligor. In such
case, Seller shall notify Buyer of its direct communication
with such third-party transferee.Section 10.5
    
    Liability. No sale or transfer of any Account by Buyer to
any person or entity will relieve Seller or Buyer of any of
its obligations or liabilities under this Agreement.
 ARTICLE XI
FILES AND RECORDS
 Section 11.1
    
    Conformity to Law. Buyer agrees, at its sole cost and
expense, to abide by all applicable state and federal laws,
rules and regulations regarding the handling and maintenance
of all Accounts and all documents and records relating to the
Accounts purchased hereunder including, but not limited to,
the length of time such documents and records are to be
retained and making any disclosures to Obligors as may be
required by law.Section 11.2
    
    Inspection by Seller. After the transfer of Account
Documents to Buyer pursuant to the terms of this Agreement,
Buyer agrees that, subject to compliance with all applicable
laws and regulations, during the two year period commencing
on the Closing Date, Seller shall have the continuing right,
at Sellers expense, to use, inspect, and make extracts from,
or copies of, any such Account Documents upon Sellers
reasonable notice to Buyer.
 ARTICLE XII
NOTICES
  If to Seller:
    
    Spiegel Acceptance Corporation
c/o Eddie Bauer Holdings, Inc.
10401 NE 8th Street, Suite 500
Bellevue, Washington 98004
Attn: Vivian Gysler
Tel: (425) 755- 6167
Fax: (425) 755-7671
E-Mail: vivian.gysler@eddiebauer.com




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If to Buyer:
    
    RAC Trust
c/o Deutsche Bank Trust Company Delaware
1011 Centre Road, Suite 200
Wilmington, DE 19805-1266
Attn: Elizabeth B. Ferry
Tel: (302) 636-3392
Fax: (302) 636-3399
E-Mail: elizabeth.b.ferry@db.comwith a copy to :Deutsche Bank Trust Comany Americas
60 Wall Street, 26th Floor,
Mail Stop, NYC60-2606
Attn : Irene Siegel
Tel : (212) 250-2946
Fax : (212) 553-2460If to Escrow Agent :
    
    The Bank of New York Trust Company, N.A.
2 North LaSalle Street, Suite 1020
MC DH-CH4
Chicago, Illinois 60602
Tel:      (312) 827-8540
Fax:      (312) 827-8562
Attention: David H. Hill
e-mail: dhhill@bankofny.com
 ARTICLE XIII
MISCELLANEOUS PROVISIONS
 Section 13.1.
    
    Severability. If any term, covenant, condition or provision
hereof is unlawful, invalid or unenforceable for any reason
whatsoever, and such illegality, invalidity, or
unenforceability does not affect the remaining parts of this
Agreement, then all such remaining parts hereof shall be
valid and enforceable and have full force and effect as if
the invalid or unenforceable part had not been included.Section 13.2.
    
    Rights Cumulative; Waivers. The rights of each of the
parties under this Agreement are cumulative and may be
exercised as often as any party considers appropriate under
the terms and conditions specifically set forth. The rights
of each of the parties hereunder shall not be capable of
being waived or varied otherwise than by an express waiver
or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as
a waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall
not preclude any other or further exercise of that or any
other such right. No act or course of conduct or
negotiation on the part of any other party shall in any way
preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.




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Section 13.3.
    
    Headings.The headings of the Articles and Sections
contained in this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of
this Agreement or any provision hereof.Section 13.4.
    
    Construction. Unless the context otherwise requires,
singular nouns and pronouns, when used herein, shall be
deemed to include the plural of such noun or pronoun, and
pronouns of one gender shall be deemed to include the
equivalent pronoun of the other gender.Section 13.5.
    
    Binding Effect.Subject to Article X, this Agreement and the
terms, covenants, conditions, provisions, obligations,
undertakings, rights and benefits hereof, including the
Addenda, Exhibits and Schedules hereto, shall be binding
upon, and shall inure to the benefit of, the undersigned
parties and their respective heirs, executors,
administrators, representatives, successors, and assigns.Section 13.6.
    
    Prior Understandings; Integrated Agreement.This Agreement
supersedes any and all prior discussions and agreements
between Seller and Buyer with respect to the purchase of the
Accounts and other matters contained herein, and this
Agreement contains the sole and entire understanding between
the parties hereto with respect to the transactions
contemplated herein.Section 13.7
    
    Integrated Agreement.This Agreement and all Addenda,
Exhibits and Schedules hereto constitute the final complete
expression of the intent and understanding of Buyer and
Seller. This Agreement shall not be altered or modified
except by a subsequent writing, signed by Buyer and Seller.Section 13.8
    
    Counterparts.This Agreement may be executed in any number
of counterparts, each of which shall constitute one and the
same instrument, and either party hereto may execute this
Agreement by signing any such counterpart.Section 13.9
    
    Non-Merger/Survival.Each and every covenant hereinabove
made by Buyer or Seller shall survive the delivery of the
Transfer Documents for the time period specified herein and
shall not merge into the Transfer Documents, but instead
shall be independently enforceable.Section 13.10
    
    Governing Law/Choice of Forum. This Agreement shall be
construed, and the rights and obligations of Seller and
Buyer hereunder determined, in accordance with the law of
the State of New York, without giving effect to any choice
of law principles. Buyer unconditionally and irrevocably
consents to submit to the exclusive jurisdiction of any
competent Federal or state court in the Borough of Manhattan
in the State of New York for any action, suit or proceeding
arising out of or related to this Agreement (and Buyer
agrees not to commence any action, suit or proceeding
relating thereto except in such courts), and Buyer further
agrees that service of any process, summons, notice or
document by certified mail to Buyers address as set forth
herein shall be effective service of process for any action,
suit or proceeding brought against Buyer in such court. In
the event of litigation under this Agreement, the prevailing
party shall be entitled to an award of attorneys fees and
costs.Section 13.11
    
    No Third-Party Beneficiaries.Except as otherwise expressly
provided herein, this Agreement is for the sole and
exclusive benefit of the parties hereto, and none of the
provisions of this Agreement shall be deemed to be for the
benefit of any other person or entity.




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Section 13.12
    
    UCC Filings by Buyer. Immediately upon the sale of the
Accounts to Buyer from Seller on the applicable Closing Date
and at any time thereafter, Buyer may file, in each
appropriate office any Uniform Commercial Code financing
statement, and any amendments or any continuation statements
thereto, required to perfect the sale of Accounts by Seller
to Buyer.Section 13.13
    
    Deutsche Bank National Trust Companys Capacity as
Co-Trustee. It is expressly understood and agreed by the
parties hereto that Deutsche Bank National Trust Company is
executing this Agreement solely in its capacity as
Co-Trustee of RAC Trust and not in its individual capacity
(except as expressly stated herein) and in no case shall
Deutsche Bank National Trust Company (or any other entity
acting as Trustee or Co-Trustee of RAC Trust) be personally
liable for or on account of any of the statements,
representations, warranties, covenants or obligations stated
to be those of Buyer hereunder, all such liability, if any,
being expressly waived by the parties hereto and any person
claiming by, through, or under such party.
 IN WITNESS WHEREOF,
 [Signatures are on next page]




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RAC TRUST
    
    SPIEGEL ACCEPTANCE CORPORATIONa Delaware statutory trustBy:
    
    /s/ Marvin E. TolandBy:
    
    Deutsche Bank National Trust
    
    Name:
    
    Marvin E. TolandCompany, a national banking


    
    Title:
    
    PresidentAssociation in
its capacity asCo-TrusteeBy:
    
    /s/ Mark DiGiacomoName:
    
    Mark DiGiacomoTitle:
    
    Asst. Vice PresidentBy:
    
    /s/ Michele H.Y. VoonName:
    
    Michele H. Y. VoonTitle:
    
    Vice President