Common use of Allocations During the Early Amortization Period Clause in Contracts

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2011-A Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112017-A B Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit aggregate amount transferred to the Collection AccountPrincipal Account in respect of clause (I) exceeds the Potential Shortfall, amounts allocated to the Noteholders such excess amount shall be applied pursuant to Sections 4.1(aclauses (II) and through (bV) with respect to any Monthly Period need not be deposited into so that the amount retained in the Collection Account or any Series in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account prior in respect of Clause (I) shall be transferred to the Principal Account on the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts Date to the extent required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the applied as Reallocated Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Collections. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112016-A B Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Potential Shortfall. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112016-A B pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2011-A B Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, the Servicer shall, prior to the close of business on each day any Collections are deposited in the Collection Account, allocate to Series 2005-CC, the Certificateholders of other series or the Holder of the Seller Interest the following amounts as set forth below: (i) Allocate to Series 2005-CC and retain in the Collection Account an amount equal to the product of (A) the Floating Allocation Percentage on such date and (B) the aggregate amount of Principal Collections processed in respect of Finance Charge Receivables on such Date of Processing shall be allocated date. (ii) Allocate to Series 2005-CC and retain in the Collection Account an amount equal to the Series 2011-A Noteholders and transferred to product of (A) the Principal Account until applied as provided hereinAllocation Percentage on such date and (B) the aggregate amount of such Collections processed in respect of Principal Receivables on such date; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance Invested Amount has been deposited into the Principal Collection Account such and allocated to Series 2005-CC, the amount determined in accordance with this subparagraph (ii) shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period Amortization Period or amortization periodAccumulation Period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, and second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders Holder of the Transferor Interest. Seller Interest only if the Seller Amount on such date is greater than the Required Seller Amount (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit after giving effect to the Collection Account, amounts allocated to inclusion in the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account Trust of all Principal Receivables created on or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicersuch date), and (y) if the Seller Amount does not exceed the Required Seller Amount on such date, such excess shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Special Funding Account. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112024-A B Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance and (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit aggregate amount transferred to the Collection AccountPrincipal Account in respect of clause (I) exceeds the Potential Shortfall, amounts allocated to the Noteholders such excess amount shall be applied pursuant to Sections 4.1(aclauses (II) and through (bV) with respect to any Monthly Period need not be deposited into so that the amount retained in the Collection Account or any Series in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account prior in respect of clause (I) shall be transferred to the Principal Account on the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts Date to the extent required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the applied as Reallocated Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Collections. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112018-A Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of Clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112018-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112017-A Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture aggregate amount transferred to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account in respect of clause (in I) exceeds the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A Potential Shortfall, such excess amount shall be applied pursuant to Section 4.15 clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Potential Shortfall. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112017-A C Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of Clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112017-A C pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112019-A Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of Clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112019-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112018-A B Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of Clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112018-A B pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112019-A B Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of Clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112019-A B pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112018-A C Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of Clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112018-A C pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112019-A C Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of Clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112019-A C pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112016-A C Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture aggregate amount transferred to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account in respect of clause (in I) exceeds the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A Potential Shortfall, such excess amount shall be applied pursuant to Section 4.15 clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Potential Shortfall. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112023-A Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance and (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112023-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112016-A Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture aggregate amount transferred to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account in respect of clause (in I) exceeds the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A Potential Shortfall, such excess amount shall be applied pursuant to Section 4.15 clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Potential Shortfall. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112024-A Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance and (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit aggregate amount transferred to the Collection AccountPrincipal Account in respect of clause (I) exceeds the Potential Shortfall, amounts allocated to the Noteholders such excess amount shall be applied pursuant to Sections 4.1(aclauses (II) and through (bV) with respect to any Monthly Period need not be deposited into so that the amount retained in the Collection Account or any Series in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account prior in respect of clause (I) shall be transferred to the Principal Account on the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts Date to the extent required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the applied as Reallocated Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Collections. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112012-A Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Potential Shortfall. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112012-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of Servicer shall determine the Allocation Percentage and the aggregate amount of Series 20__-_ Allocable Principal Collections processed on for each Date of Processing in a Collection Period and apply them in the following order: First, no later than the second Business Day following such Date of Processing Processing, the Servicer shall be allocated to the deposit such Series 2011-A Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared 20__-_ Allocable Principal Collections to other Principal Sharing the Collection Account until the amount deposited pursuant to this clause First in respect of such Collection Period equals the Series 20__-_ Invested Amount (after giving effect to any payment of principal on the Series 20__-_ Notes to be made on the related Distribution DateDate out of the Accumulation Account and the Excess Funding Account); Second, no later than the second deposited in Business Day following such Date of Processing, the Servicer shall apply the remaining balance of such Series 20__-_ Allocable Principal Collections for such Collection Period to make a deposit to the Excess Funding Account to the extent necessary so that the Transferor Amount Adjusted Pool Balance is not less than the Specified Transferor Amount and third paid Required Participation Amount; Third, on or prior to the holders second Business Day following such Date of Processing, the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 shall apply the remaining balance of the Pooling and Servicing Agreement or Section 8.4 of the Indenture such Series 20__-_ Allocable Principal Collections for such Collection Period to make a single monthly deposit to the Collection Account, amounts allocated Account in an amount equal to the Noteholders Reallocated Principal Collections for the related Distribution Date; Fourth, on or prior to the second Business Day following such Date of Processing, the Servicer shall apply the remaining balance of such Series 20__-_ Allocable Principal Collections to make a deposit to the Collection Account in an amount equal to the Shared Excess Principal Amount required from Series 20__-_ for the related Distribution Date; Fifth, the Servicer shall apply the remaining balance of the Series 20__-_ Allocable Principal Collections for such Collection Period to pay the Purchase Amount for Receivables transferred to the Issuer during such Collection Period pursuant to Sections 4.1(aSection 2.01(e) of the Transfer and (b) Servicing Agreement; provided, that any such amounts applied pursuant to this clause Fifth during a Collection Period shall be rescinded by the Servicer and reallocated for application pursuant to clauses Third and Fourth on the dates set forth in such clauses to the extent necessary to make required deposits thereunder with respect to the Distribution Date related to such Collection Period; and Sixth, the Servicer shall distribute the remaining balance of the Series 20__-_ Allocable Principal Collections for such Collection Period to the Certificateholder; provided, that any Monthly such amounts applied pursuant to this clause Sixth during a Collection Period need shall be rescinded by the Servicer and reallocated for application pursuant to clauses Third and Fourth on the dates set forth in such clauses to the extent necessary to make required deposits thereunder with respect to the Distribution Date related to such Collection Period. Notwithstanding the foregoing in this subparagraph (z), so long as the conditions set forth in Section 8.04(b) of the Indenture are satisfied, the Servicer shall not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case make any deposits or distributions of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared such Series 20__-_ Allocable Principal Collections allocated until 1:00 p.m., New York City time, on the second Business Day preceding the Distribution Date related to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture))such Collection Period. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2011-A 201[•]-[•] Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Potential Shortfall. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections subsections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A 201[•]-[•] pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112008-A B Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112008-A B pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2011-A 20[_]-[_] Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance and (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit aggregate amount transferred to the Collection AccountPrincipal Account in respect of clause (I) exceeds the Potential Shortfall, amounts allocated to the Noteholders such excess amount shall be applied pursuant to Sections 4.1(aclauses (II) and through (bV) with respect to any Monthly Period need not be deposited into so that the amount retained in the Collection Account or any Series in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account prior in respect of clause (I) shall be transferred to the Principal Account on the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts Date to the extent required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the applied as Reallocated Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Collections. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112015-A Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Potential Shortfall. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112015-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112009-A VFN Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Minimum Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a5.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN WFCB is Servicer, to Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112009-A VFN pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may direct the Indenture Trustee to withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders or the Holder of the Exchangeable Transferor Certificate the following amounts for application as set forth below: (i) An amount equal to the product of (A) the Floating Allocation Percentage on the Date of Processing of such Collections and (B) the aggregate amount of Yield Collections processed on such Date of Processing shall be applied in accordance with Section 4.9. (A) An amount equal to the product of (1) the Fixed Allocation Percentage on the Date of Processing of such Collections and (2) the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated applied in accordance with subsection 4.9(e); PROVIDED, HOWEVER, that the amount so applied shall not exceed the sum of (x) the Invested Amount as of the close of business on the last day of the prior Collection Period (after taking into account any payments to be made on the Distribution Date relating to such prior Collection Period and deposits and any adjustments to be made to the Series 2011-A Noteholders Invested Amount to be made on the Transfer Date relating to such Collection Period) and transferred (y) any Reallocated Principal Collections relating to the Principal Account until applied as provided herein; providedCollection Period in which such deposit is made, however, that after and (B) pay to the date on which Holder of the Exchangeable Transferor Certificate an amount of such Principal Collections equal to the Note Principal Balance has been excess, if any, identified in the proviso to clause (A) above; PROVIDED, HOWEVER, that the amount to be paid to the Holder of the Exchangeable Transferor Certificate pursuant to this subsection 4.5(c)(ii)(B) with respect to any Date of Processing shall be paid to the Holder of the Exchangeable Transferor Certificate only if the Transferor Amount on such Date of Processing is greater than the Minimum Transferor Amount (after giving effect to the inclusion in the Trust of all Receivables created on or prior to such Date of Processing and the application of payments referred to in subsection 4.3(b)) and otherwise shall be deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so to ensure that the Transferor Amount is not less than the Specified Transferor Amount and third paid at least equal to the holders of the Minimum Transferor InterestAmount. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112015-A B Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Potential Shortfall. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112015-A B pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112014-A B Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Potential Shortfall. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112014-A B pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112012-A B Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture aggregate amount transferred to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account in respect of clause (in I) exceeds the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A Potential Shortfall, such excess amount shall be applied pursuant to Section 4.15 clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Potential Shortfall. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 201120[ ]-A [ ] Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 201120[ ]-A [ ] pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112013-A B Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Potential Shortfall. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112013-A B pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112012-A D Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture aggregate amount transferred to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account in respect of clause (in I) exceeds the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A Potential Shortfall, such excess amount shall be applied pursuant to Section 4.15 clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Potential Shortfall. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112015-A C Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest. (c) During ; provided that if on any period when Servicer is permitted by Section 4.3 of date the Pooling and Servicing Agreement or Section 8.4 of the Indenture aggregate amount transferred to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account in respect of clause (in I) exceeds the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A Potential Shortfall, such excess amount shall be applied pursuant to Section 4.15 clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Potential Shortfall. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate the following amounts as set forth below: (i) Allocate to the Series 1996-A Holders and retain in the Collection Account an amount equal to the product of (A) the Floating Allocation Percentage on such date and (B) the aggregate amount of Principal such Collections processed in respect of Finance Charge Receivables on such Date of Processing shall be allocated date. (ii) Allocate to the Series 20111996-A Noteholders Holders and transferred retain in the Collection Account an amount equal to the product of (A) the Principal Account until applied as provided hereinAllocation Percentage on such date and (B) the aggregate amount of such Collections processed in respect of Principal Receivables on such date; providedPROVIDED, howeverHOWEVER, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance Adjusted Invested Amount has been deposited into the Principal Collection Account such and allocated to the Series 1996-A Holders, the amount determined in accordance with this subsection (ii) in excess thereof shall be firstFIRST, if any other Principal Sharing Series is outstanding and in its accumulation period Amortization Period or amortization periodAccumulation Period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second and SECOND paid to the Holders of the Transferor Certificates to the extent the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to the inclusion in the Trust of all Principal Receivables created on such date and any amounts deposited in the Excess Special Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Serviceron such day), and (y) otherwise shall be deposited into the Finance Charge Special Funding Account (until the Transferor Amount is greater than the Required Transferor Amount and applied in accordance with Section 4.02 of the case of Collections of Finance Charge Receivables) Agreement and the Principal Account (in remainder shall be paid to the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 Holders of the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Transferor Certificates. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112014-A C Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, transferred to the Principal Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in transferred to the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount credited to the Principal Account in respect of clause (I) equals the Potential Shortfall. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112014-A C pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112008-A Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112008-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Percentage Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112024-A Noteholders and applied as follows: (I) first, if there is a Potential Shortfall, retained in the Collection Account in an amount equal to the amount of the Potential Shortfall, (II) second, transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount sum of the portion of such Percentage Allocation and all preceding Percentage Allocations that have been transferred to the Principal Collections equal to Account for such purpose equals the Note Principal Balance has been deposited into the Principal Account such amount shall be firstBalance; (III) third, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second (IV) fourth, deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is not less than the Required Principal Balance and (V) fifth, paid to the holders of the Transferor Interest; provided that if on any date the aggregate amount transferred to the Principal Account in respect of clause (I) exceeds the Potential Shortfall, such excess amount shall be applied pursuant to clauses (II) through (V) so that the amount retained in the Collection Account in respect of clause (I) equals the Potential Shortfall; and provided further that the aggregate amount of Principal Collections retained in the Collection Account in respect of clause (I) shall be transferred to the Principal Account on the related Transfer Date to the extent required to be applied as Reallocated Principal Collections. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN Comenity Bank is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112024-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the ------------------------------------------------ Early Amortization Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate the following amounts as set forth below: (i) Allocate to the Series 1998-A Holders and retain in the Collection Account an amount equal to the product of (A) the Floating Allocation Percentage on such date and (B) the aggregate amount of Principal such Collections processed in respect of Finance Charge Receivables on such Date of Processing shall be allocated date. (ii) Allocate to the Series 20111998-A Noteholders Holders and transferred retain in the Collection Account an amount equal to the product of (A) the Principal Account until applied as provided hereinAllocation Percentage on such date and (B) the aggregate amount of such Collections processed in respect of Principal Receivables on such date; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance Adjusted Invested Amount has been deposited into the Principal Collection Account such and allocated to the Series 1998-A Holders, the amount determined in accordance with this subsection (ii) in excess thereof shall be first, if any other Principal Sharing Series is outstanding and in ----- its accumulation period Amortization Period or amortization periodAccumulation Period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution DateDate (or on such other date as may be specified in the applicable Supplement), and second paid to the Holders ------ of the Transferor Certificates to the extent the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to the inclusion in the Trust of all Principal Receivables created on such date and any amounts deposited in the Excess Special Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Serviceron such day), and (y) otherwise shall be deposited into the Finance Charge Special Funding Account (until the Transferor Amount is greater than the Required Transferor Amount and applied in accordance with Section 4.02 of the case of Collections of Finance Charge Receivables) Agreement and the Principal Account (in remainder shall be paid to the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 Holders of the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Transferor Certificates. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2011-A [ ] Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Payment Date, second and second, deposited in the Excess Funding Account to the extent necessary so that the Transferor Free Equity Amount is not less than the Specified Transferor Amount Minimum Free Equity Amount, and third third, paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 SECTION 4.4. Application of Available Non-Principal Collections and Available Principal Collections. On each Transfer Date or related Payment Date, as applicable, the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit Issuer shall withdraw, to the Collection extent of available funds, the amount required to be withdrawn from the Non-Principal Account, amounts allocated the Principal Account and the Distribution Account as follows: (a) On each Transfer Date, an amount equal to the Noteholders pursuant to Sections 4.1(a) and (b) Available Non-Principal Collections with respect to any the related Payment Date will be paid or deposited in the following priority: Indenture Supplement (i) on a pari passu basis, (A) the accrued and unpaid fees and other amounts owed to the Indenture Trustee up to a maximum amount of [ ] dollars ($[ ]) for the prior Monthly Period, (B) the accrued and unpaid fees and other amounts owed to the trustee for the DFS Financing Trust up to a maximum amount of [ ] dollars ($[ ]) for the prior Monthly Period, (C) the accrued and unpaid fees and other amounts owed to the Trustee up to a maximum amount of [ ] dollars ($[ ]) for the prior Monthly Period, and (D) the accrued and unpaid fees and other amounts owed to the Administrator up to a maximum amount of [ ] dollars ($[ ]) for the prior Monthly Period; (ii) to pay the Noteholder Servicing Fee for the prior Monthly Period need not be deposited into the Collection Account or and any Series Account prior overdue Noteholder Servicing Fee (to the related Transfer extent not previously paid [, and to reimburse the Master Servicer for any Servicer Advances and accrued and unpaid interest thereon]); (iii) an amount equal to Class A Monthly Interest for such Payment Date, andplus any Class A Deficiency Amount, when so deposited, (x) may be deposited net plus the amount of any amounts required Class A Additional Interest for such Payment Date, plus (without duplication) the amount of any Class A Additional Interest previously due but not paid to be distributed to Transferor andClass A Noteholders on a prior Payment Date, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Distribution Account; (iv) an amount equal to Class B Monthly Interest for such Payment Date, plus any Class B Deficiency Amount, plus the amount of any Class B Additional Interest for such Payment Date, plus (without duplication) the amount of any Class B Additional Interest previously due but not paid to Class B Noteholders on a prior Payment Date, shall be deposited into the Distribution Account; (v) an amount equal to Class C Monthly Interest for such Payment Date, plus any Class C Deficiency Amount, plus the amount of any Class C Additional Interest for such Payment Date, plus (without duplication) the amount of any Class C Additional Interest previously due but not paid to Class C Noteholders on a prior Payment Date, shall be deposited into the Distribution Account; (vi) to deposit into the Principal Account, during the Controlled Accumulation Period or the Early Amortization Period, an amount (treated as a portion of Available Principal Collections) equal to the Aggregate Investor Default Amount for the prior Monthly Period; (vii) to deposit into the Principal Account, during the Controlled Accumulation Period or the Early Amortization Period, an amount (treated as a portion of Available Principal Collections) equal to the sum of the aggregate amount of Investor Charge-Offs Indenture Supplement and the amount of Reallocated Principal Collections which have not been previously reimbursed; (viii) [to deposit into the Reserve Account (an amount equal to the amounts, if any, required to be deposited in the case Reserve Account pursuant to Section 4.10(d);] (ix) to pay to the Persons listed in clause (i) above on a pari passu basis any amounts owed to such Persons and not paid pursuant to clause (i) above; (x) if the Early Amortization Period has not occurred and is not continuing, the balance, if any, will constitute a portion of Excess Non-Principal Collections for such Payment Date and will be applied in accordance with Section 8.6 of Finance Charge Receivablesthe Indenture; and (xi) during the Early Amortization Period, the remaining balance, if any, will be used to make principal payments on first, to the Class A Notes until the Class A Note Principal Balance is paid in full, second, to the Class B Notes until the Class B Note Principal Balance is paid in full and third, to the Class C Notes until the Class C Note Principal Balance is paid in full. On each Transfer Date, to the extent that there is a shortfall (a "Transfer Date Shortfall") in the amounts to be paid or deposited pursuant to [clauses(a)(i), (a)(iii), (a)(iv) and (a)(v)] of this Section 4.4, [the Indenture Trustee] shall withdraw from the Collection Account, from any Servicer Advance on deposit therein, an amount equal to the lesser of (i) the Transfer Date Shortfall for such Transfer Date and (ii) the product of (x) such Servicer Advance and (y) the Series Allocation Percentage for the previous Monthly Period, and apply such withdrawn amount to make the payments and deposits contemplated by such clauses of this Section 4.4. (b) On each Transfer Date with respect to the Revolving Period, an amount equal to the Available Principal Account (in Collections for the case of Collections of Principal Receivables (not including any related Monthly Period shall be treated as Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or applied in accordance with Section 8.5 of the Indenture)). (c) On each Transfer Date or Payment Date, as applicable, with respect to the Controlled Accumulation Period or the Early Amortization Period, an amount equal to the Available Principal Collections for the related Monthly Period shall be paid or deposited in the following order of priority: (i) during the Controlled Accumulation Period, an amount equal to the Monthly Principal for each Transfer Date shall be deposited into the Principal Account on such Transfer Date; (ii) during the Early Amortization Period, an amount equal to the Monthly Principal for each Transfer Date shall be deposited into the Distribution Account on such Transfer Date and on the related Payment Date shall be paid, first to the Class A Noteholders on the related Payment Date until the Class A Note Principal Balance has been paid in full; second to the Class B Noteholders until the Class B Note Principal Balance has been paid in full; and third to the Class C Noteholders until the Class C Note Principal Balance has been paid in full; and Indenture Supplement (iii) in the case of each of the Controlled Accumulation Period and the Early Amortization Period, the balance of such Available Principal Collections remaining after application in accordance with clauses (i) and (ii) above shall be treated as Shared Principal Collections and applied in accordance with Section 8.5 of the Indenture. As of any Payment Date during the Controlled Accumulation Period or Early Amortization Period on which Available Principal Collections are treated as Shared Principal Collections, the Collateral Amount shall be reduced by an amount equal to the lesser of (x) the amount of Available Principal Collections applied as Shared Principal Collections and (y) the excess, if any, of the Excess Collateral Amount over the Required Excess Collateral Amount. (d) On any dateeach Payment Date in accordance with Section 4.5, Servicer may the Issuer shall pay first, to the Class A Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iii) on the preceding Transfer Date, second, to the Class B Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(iv) on the preceding Transfer Date and third, to the Class C Noteholders from the Distribution Account, the amount deposited into the Distribution Account pursuant to Section 4.4(a)(v) on the preceding Transfer Date; (e) On the earlier to occur of (i) the first Transfer Date during the Early Amortization Period and (ii) the Transfer Date immediately preceding the Expected Principal Payment Date, the Issuer shall withdraw from the Collection Principal Account or any Series and deposit into the Distribution Account any amounts inadvertently the amount deposited into the Principal Account pursuant to Section 4.4(c)(i) and on the related Payment Date shall pay such amount first to the Class A Noteholders, until the Class A Note Principal Balance is paid in such account that should have not been so depositedfull, second to the Class B Noteholders until the Class B Note Principal Balance is paid in full and third to the Class C Noteholders until the Class C Note Principal Balance is paid in full.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112003-A Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112003-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to Series 2002-1, the Certificateholders of other series or the Holder of the Seller Interest the following amounts as set forth below: (i) Allocate to Series 2002-1 and retain in the Collection Account an amount equal to the product of (A) the Floating Allocation Percentage on such date and (B) the aggregate amount of Principal such Collections processed in respect of Finance Charge Receivables on such Date of Processing shall be allocated date. (ii) Allocate to Series 2002-1 and retain in the Collection Account an amount equal to the Series 2011-A Noteholders and transferred to product of (A) the Principal Account until applied as provided hereinAllocation Percentage on such date and (B) the aggregate amount of such Collections processed in respect of Principal Receivables on such date; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance Invested Amount has been deposited into the Principal Collection Account such and allocated to Series 2002-1, the amount determined in accordance with this subparagraph (ii) shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period Amortization Period or amortization periodAccumulation Period, retained in the Principal Collection Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, and second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders Holder of the Transferor Interest. Seller Interest only if the Seller Amount on such date is greater than the Required Seller Amount (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit after giving effect to the Collection Account, amounts allocated to inclusion in the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account Trust of all Principal Receivables created on or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicersuch date), and (y) if the Seller Amount does not exceed the Required Seller Amount on such date, such excess shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture))Special Funding Account. (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112004-A Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112004-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders the following amounts for application as set forth below: (i) An amount equal to the product of (A) the Floating Allocation Percentage on the Date of Processing of such Collections and (E) the aggregate amount of Yield Collections processed on such Date of Processing shall be applied in accordance with Section 4.9. (A) An amount equal to the product of (1) the Fixed Allocation Percentage on the Date of Processing of such Collections and (2) the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 2011-A Noteholders and transferred to the Principal Account until applied as provided hereinin accordance with subsection 4.9(e); provided, however, that the amount so applied shall not exceed the sum of (x) the Invested Amount as of the close of business on the last day of the prior Collection Period (after taking into account any payments to be made on the date Distribution Date relating to such prior Collection Period and deposits and any adjustments to be made to the Invested Amount to be made on the Transfer Date relating to such Collection Period) and (y) any Reallocated Principal Collections relating to the Collection Period in which such deposit is made, and (B) pay to the Holder of the Exchangeable Transferor Certificate an amount of such Principal Collections equal to the Note Principal Balance has been excess, if any, identified in the proviso to clause (A) above; provided, however, that the amount to be paid to the Holder of the Exchangeable Transferor Certificate pursuant to this subsection 4.5(c)(ii)(B) with respect to any Date of Processing shall be paid to the Holder of the Exchangeable Transferor Certificate only if the Transferor Amount on such Date of Processing is greater than the Minimum Transferor Amount (after giving effect to the inclusion in the Trust of all Receivables created on or prior to such Date of Processing and the application of payments referred to in subsection 4.3(b)) and otherwise shall be deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so to ensure that the Transferor Amount is not less than the Specified Transferor Amount and third paid at least equal to the holders of the Minimum Transferor InterestAmount. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 2011-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112002-A Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112002-A pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.

Allocations During the Early Amortization Period. During the Early Amortization Period, an amount equal to the product of the Allocation Percentage and the aggregate amount of Principal Collections processed on such Date of Processing shall be allocated to the Series 20112009-A C Noteholders and transferred to the Principal Account until applied as provided herein; provided, however, that after the date on which an amount of such Principal Collections equal to the Note Principal Balance has been deposited into the Principal Account such amount shall be first, if any other Principal Sharing Series is outstanding and in its accumulation period or amortization period, retained in the Principal Account for application, to the extent necessary, as Shared Principal Collections to other Principal Sharing Series on the related Distribution Date, second deposited in the Excess Funding Account to the extent necessary so that the Transferor Amount is not less than the Specified Transferor Amount and third paid to the holders of the Transferor Interest. (c) During any period when Servicer is permitted by Section 4.3 of the Pooling and Servicing Agreement or Section 8.4 of the Indenture to make a single monthly deposit to the Collection Account, amounts allocated to the Noteholders pursuant to Sections 4.1(a) and (b) with respect to any Monthly Period need not be deposited into the Collection Account or any Series Account prior to the related Transfer Date, and, when so deposited, (x) may be deposited net of any amounts required to be distributed to Transferor and, if WFN is Servicer, Servicer, and (y) shall be deposited into the Finance Charge Account (in the case of Collections of Finance Charge Receivables) and the Principal Account (in the case of Collections of Principal Receivables (not including any Shared Principal Collections allocated to Series 20112009-A C pursuant to Section 4.15 of the Pooling and Servicing Agreement or Section 8.5 of the Indenture)). (d) On any date, Servicer may withdraw from the Collection Account or any Series Account any amounts inadvertently deposited in such account that should have not been so deposited.