Common use of Allocations of Finance Charge Collections Clause in Contracts

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 2012-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122011-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122018-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122009-1 3 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122011-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122024-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(iisubsection 4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount or the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is less than the Required Principal Balance after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section subsections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 2012-1 3 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 2012-1 2 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122023-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(iisubsection 4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount or the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is less than the Required Principal Balance after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section subsections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122017-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122019-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 2012-1 7 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 2012-1 4 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122011-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122016-1 C Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122010-1 3 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122011-1 3 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122016-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122009-1 4 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122010-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122018-1 C Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122010-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122018-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122011-1 2 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 2012-1 5 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122024-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(iisubsection 4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount or the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is less than the Required Principal Balance after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section subsections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122019-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122010-1 2 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 2012-1 6 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122016-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122017-1 C Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122009-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 2012-1 D Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 201220[ ]-1 [ ] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the [Net Interest Obligation] [Monthly Interest Interest] on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 2012-1 [200 - ] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122003-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Net Interest Obligation for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead by returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) if the Excess Spread Percentage for the preceding Monthly Period was less than 3%, the sum of Default Amounts and any Uncovered Dilution Amounts for the portion of the current Monthly Period that has elapsed through such Date of Processing; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, provided further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi4.4(a)(v) and (viivi) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122004-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; provided that, so long as, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the RFS Funding Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122014-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Class A Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122008-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Net Interest Obligation for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 2012-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122004-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Net Interest Obligation for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) if the Excess Spread Percentage for the preceding Monthly Period was less than 3%, the sum of Default Amounts and any Uncovered Dilution Amounts for the portion of the current Monthly Period that has elapsed through such Date of Processing; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi4.4(a)(v) and (viivi) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122009-1 VFN Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Amortization Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amortization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(aclause 5.1(b)(ii)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the product of (x) [ ] and (y) the sum (the “Target Amount”) of (A) the fees payable ). With respect to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount when deposits of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due are limited to deposits up to 1.5 times the operation Target Amount in accordance with clause (i) above, notwithstanding such limitation and notwithstanding the provisions of Section 8.4(a) of the preceding proviso Indenture: (but not in excess of the amount required so that the aggregate amount deposited 1) Reallocated Principal Collections for the subject Monthly Period equals the Target Amount); and provided, further, that if on any related Transfer Date shall be calculated as if the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an full amount equal to the amounts of Available Finance Charge Collections allocated to the Noteholders during that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds Monthly Period had been deposited in the Finance Charge Account as a result and applied on such Transfer Date in accordance with subsection 5.4(a); and (2) Collections of Finance Charge Receivables released to Transferor pursuant to such Section 5.1(b)(i) shall be deemed, for purposes of all calculations under this Indenture Supplement, to have been retained in the Finance Charge Account and applied to the items specified in subsections 5.4(a) to which such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available in the Finance Charge Account on such Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required by clause (b) of the operation definition of Collateral Amount and by the second preceding provisodefinition of Portfolio Yield.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 2012-1 C Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122009-1 C Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122023-1 VFN1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Amortization Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amortization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(aclause 5.1(b)(ii)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the product of (x) 1.5 and (y) the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Class A Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment DateClass A Non-Use Fee, if any, (C) the Class A Additional Amounts, if GE any, (D) if Comenity Capital or an Affiliate thereof Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Comenity Capital or an Affiliate thereof Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)D) shall instead by returned to Comenity Capital Bank as payment of the Noteholder Servicing Fee), and (DE) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (F) the sum of the Investor Default Amounts for the prior Monthly Period and any Investor Uncovered Dilution Amount for the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Amount zero after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(viclause 5.4(a)(iv) and (viiv) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso. With respect to any Monthly Period when deposits of Collections of Finance Charge Receivables into the Finance Charge Account are limited to deposits up to 1.5 times the Target Amount in accordance with clause (i) above, notwithstanding such limitation and notwithstanding the provisions of Section 8.4(a) of the Indenture: (1) Reallocated Principal Collections for the related Transfer Date shall be calculated as if the full amount of Finance Charge Collections allocated to the Noteholders during that Monthly Period had been deposited in the Finance Charge Account and applied on such Transfer Date in accordance with subsection 5.4(a); and (2) Collections of Finance Charge Receivables released to Transferor pursuant to such Section 5.1(b)(i) shall be deemed, for purposes of all calculations under this Indenture Supplement, to have been retained in the Finance Charge Account and applied to the items specified in subsections 5.4(a) to which such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available in the Finance Charge Account on such Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required by clause (b)(iii) of the definition of Collateral Amount.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 201220[ ]-1 [ ] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the [Net Interest Obligation] [Monthly Interest Interest] on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.. With respect to any Monthly Period when deposits of Collections of Finance Charge Receivables into the Finance Charge Account are limited to deposits up to the Target Amount in

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122017-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; provided that, providedthat, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 2012-1 20[_]-[_] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), [so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing], Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on [Net Interest Obligation] [Monthly Interest] for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account [and] [,] [the Spread Account] [and the Spread Account Cash Collateral Account] on the related Payment DateTransfer Date and (D) the sum of [•]% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount or the aggregate amount of Principal Receivables plus amounts on deposit in the Excess Funding Account is less than the Required Principal Balance after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122008-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Net Interest Obligation for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122007-1 2 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122007-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122006-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Net Interest Obligation for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) if the Excess Spread Percentage for the preceding Monthly Period was less than 3%, the sum of Investor Default Amounts and any Investor Uncovered Dilution Amounts for the portion of the current the Monthly Period that has elapsed through such Date of Processing; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122014-1 C Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Class A Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122009-1 VFN Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Amortization Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amortization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(aclause 5.1(b)(ii)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the product of (x) 1.5 and (y) the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment DateClass A Non-Use Fee and Class M Non-Use Fee, if any, (C) the Class A Additional Amounts and the Class M Additional Amounts, if GE Capital or an Affiliate thereof any, (D) if WFCB is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFCB is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)D) shall instead by returned to WFCB as payment of the Noteholder Servicing Fee), and (DE) any amount required to be deposited in the Reserve Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (F) the sum of the Investor Default Amounts for the prior Monthly Period and any Investor Uncovered Dilution Amount for the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Amount zero after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(viclause 5.4(a)(viii) and (viiix) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso. With respect to any Monthly Period when deposits of Collections of Finance Charge Receivables into the Finance Charge Account are limited to deposits up to 1.5 times the Target Amount in accordance with clause (i) above, notwithstanding such limitation and notwithstanding the provisions of Section 8.4(a) of the Indenture: (1) Reallocated Principal Collections for the related Transfer Date shall be calculated as if the full amount of Finance Charge Collections allocated to the Noteholders during that Monthly Period had been deposited in the Finance Charge Account and applied on such Transfer Date in accordance with subsection 5.4(a); and (2) Collections of Finance Charge Receivables released to Transferor pursuant to such Section 5.1(b)(i) shall be deemed, for purposes of all calculations under this Indenture Supplement, to have been retained in the Finance Charge Account and applied to the items specified in subsections 5.4(a) to which such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available in the Finance Charge Account on such Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required by clause (b) of the definition of Collateral Amount and by the definition of Portfolio Yield.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 2012-1 201[•]-[•] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(iisubsection 4.1(b)(ii) and deposited pursuant to Section 4.3(asubsection 4.1(c)), [so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing], Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on [Net Interest Obligation] [Monthly Interest] for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account [and] [,] [the Spread Account] [and the Spread Account Cash Collateral Account] on the related Payment DateTransfer Date and (D) the sum of [•]% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section subsections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122022-1 VFN1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Amortization Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amortization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(aclause 5.1(b)(ii)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the product of (x) 1.5 and (y) the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Class A Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment DateClass A Non-Use Fee, if any, (C) the Class A Additional Amounts, if GE any, (D) if Comenity Capital or an Affiliate thereof Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Comenity Capital or an Affiliate thereof Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), D) shall instead by returned to Comenity Capital Bank as payment of the Noteholder Servicing Fee) and (DE) the sum of the Investor Default Amounts for the prior Monthly Period and any amount required to be deposited in Investor Uncovered Dilution Amount for the Reserve Account and the Spread Account on the related Payment Dateprior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Amount zero after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(viclause 5.4(a)(iv) and (viiv) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso. With respect to any Monthly Period when deposits of Collections of Finance Charge Receivables into the Finance Charge Account are limited to deposits up to 1.5 times the Target Amount in accordance with clause (i) above, notwithstanding such limitation and notwithstanding the provisions of Section 8.4(a) of the Indenture: (1) Reallocated Principal Collections for the related Transfer Date shall be calculated as if the full amount of Finance Charge Collections allocated to the Noteholders during that Monthly Period had been deposited in the Finance Charge Account and applied on such Transfer Date in accordance with subsection 5.4(a); and (2) Collections of Finance Charge Receivables released to Transferor pursuant to such Section 5.1(b)(i) shall be deemed, for purposes of all calculations under this Indenture Supplement, to have been retained in the Finance Charge Account and applied to the items specified in subsections 5.4(a) to which such amounts would have been applied (and in the priority in which they would have been applied) had such amounts been available in the Finance Charge Account on such Transfer Date. To avoid doubt, the calculations referred to in the preceding clause (2) include the calculations required by clause (b)(iii) of the definition of Collateral Amount.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122009-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122015-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Class A Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122002-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Net Interest Obligation for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead by returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) if the Excess Spread Percentage for the preceding Monthly Period was less than 3%, the sum of Default Amounts and any Uncovered Dilution Amounts for the portion of the current Monthly Period that has elapsed through such Date of Processing; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi4.4(a)(v) and (viivi) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.. With respect to any Monthly Period when deposits of Collections of Finance Charge Receivables into the Finance Charge Account are limited to deposits up to the Target Amount in accordance with clause (i) above,

Allocations of Finance Charge Collections. The Issuer Servicer shall ----------------------------------------- allocate to the Series 20122001-1 A Noteholders and transfer to the Finance Charge Subaccount for application as provided herein an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed deposited in the Collection Account on such Date of Processing andDeposit Date; provided, subject to Section 4.15however, shall deposit such amount into the Finance Charge Account; provided that, that with respect to the portion of each Monthly -------- ------- Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in or the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a))Period, Collections of Finance Charge Receivables such allocation shall be transferred into to the Finance Charge Account Subaccount only until such time as the aggregate amount so deposited transferred to the Finance Charge Subaccount pursuant to this subsection during that Monthly Period equals the sum (the “Target Amount”) of (A1) the fees payable aggregate amount of Monthly Interest with respect to the Indenture Trustee, Distribution Date relating to the Trustee and the Administrator on the related Payment Datecurrent Monthly Period, (B2) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof at any time that FCNB is not the Servicer, the Noteholder Monthly Servicing Fee (and if GE Capital or an Affiliate thereof is payable on the Servicer, then the Issuer covenants to pay directly Distribution Date relating to the Servicer as payment of the Noteholder current Monthly Period and all accrued and unpaid Investor Monthly Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant Fees with respect to this clause (C))any prior Monthly Periods, and (D3) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateDefault Estimate for that Monthly Period; provided further, thathowever, that notwithstanding the foregoing -------- ------- ------- proviso, (1) the entire Allocation Percentage of Finance Charge Collections ------- shall be transferred to the Finance Charge Subaccount on a daily basis if (x) the Excess Spread Percentage for the preceding Monthly Period is less than 3.00% or (y) the Available Spread Account Amount is less than the Required Spread Account Amount; and (2) subject to Section 8.4(a) of the -------------- Indenture, on each Determination Date, the Servicer shall deposit in the Finance Charge Subaccount any amounts not retained on a daily basis pursuant to the preceding proviso, if on any Business Day . Any portion of such allocation not ------- required to be transferred to the Issuer determines that Finance Charge Subaccount pursuant to the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then preceding sentence shall be (x) Issuer shall (on first, deposited in the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Excess Funding Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so extent that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Seller Amount is less than the Minimum Free Equity Seller Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal (y) thereafter paid to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result Holders of the operation of the second preceding provisoSeller Interest.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122001-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; provided , PROVIDED that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(iiSECTION 4.1(b)(ii) and deposited pursuant to Section 4.3(aSECTION 4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”"TARGET AMOUNT") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Net Interest Obligation for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause CLAUSE (B) shall instead by returned to WFN as payment of the Noteholder Servicing Fee), (C)), and (D) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) if the Excess Spread Percentage for the preceding Monthly Period was less than 3%, the sum of Default Amounts and any Uncovered Dilution Amounts for the portion of the current Monthly Period that has elapsed through such Date of Processing; provided furtherPROVIDED FURTHER, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and providedPROVIDED, furtherFURTHER, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(viSECTION 4.4(a)(v) and (viivi) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122014-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Class A Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122006-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122005-1 3 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122009-1 2 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall ----------------------------------------- allocate to the Series 20122001-1 A Noteholders and transfer to the Finance Charge Subaccount for application as provided herein an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed deposited in the Collection Account on such Date of Processing andDeposit Date; provided, subject to Section 4.15however, shall deposit such amount into the Finance Charge Account; provided that, that with respect to the portion of each Monthly -------- ------- Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in or the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a))Period, Collections of Finance Charge Receivables such allocation shall be transferred into to the Finance Charge Account Subaccount only until such time as the aggregate amount so deposited transferred to the Finance Charge Subaccount pursuant to this subsection during that Monthly Period equals the sum (the “Target Amount”) of (A1) the fees payable Net Interest Obligation with respect to the Indenture Trustee, the Trustee and the Administrator on the related Payment DateDistribution Date relating to that Monthly Period, (B2) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof at any time that FCNB is not the Servicer, the Noteholder Monthly Servicing Fee payable on the Distribution Date relating to that Monthly Period and all accrued and unpaid Investor Monthly Servicing Fees with respect to any prior Monthly Periods, (and if GE Capital or an Affiliate thereof is 3) the ServicerDefault Estimate for that (a) of the Indenture, then the Issuer covenants to pay directly to on each Determination Date, the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into shall ------ deposit in the Finance Charge Account Subaccount any amounts not retained on a daily basis pursuant to this clause (C)), and (D) any amount the preceding proviso. Any portion of such ------- allocation not required to be transferred to the Finance Charge Subaccount pursuant to the preceding sentence shall be (x) first, deposited in the Reserve Excess Funding Account and to the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines extent that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Seller Amount is less than the Minimum Free Equity Seller Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal (y) thereafter paid to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result Holders of the operation of the second preceding provisoSeller Interest.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122009-1 D Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account, the Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122015-1 C Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Class A Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122013-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122009-1 VFN Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Amortization Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amortization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(aclause 5.1(b)(ii)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the product of (x) 1.5 and (y) the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on Class A Non-Use Fee, the related Payment DateClass M Non-Use Fee, the Class A Rated Additional Amounts and Class M Rated Additional Amounts, if any, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)) shall instead by returned to WFN as payment of the Noteholder Servicing Fee), and (D) any amount required to be deposited in the Reserve Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (E) the sum of the Investor Default Amounts for the prior Monthly Period and any Investor Uncovered Dilution Amount for the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(viclause 5.4(a)(ix) and (viix) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122005-1 2 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall ----------------------------------------- allocate to the Series 20122001-1 A Noteholders and transfer to the Finance Charge Subaccount for application as provided herein an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed deposited in the Collection Account on such Date of Processing andDeposit Date; provided, subject to Section 4.15however, shall deposit such amount into the Finance Charge Account; provided that, that with respect to the portion of -------- ------- each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in or the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a))Period, Collections of Finance Charge Receivables such allocation shall be transferred into to the Finance Charge Account Subaccount only until such time as the aggregate amount so deposited transferred to the Finance Charge Subaccount pursuant to this subsection during that Monthly Period equals the sum (the “Target Amount”) of (A1) the fees payable Net Interest Obligation with respect to the Indenture Trustee, the Trustee and the Administrator on the related Payment DateDistribution Date relating to that Monthly Period, (B2) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof at any time that FCNB is not the Servicer, the Noteholder Monthly Servicing Fee payable on the Distribution Date relating to that Monthly Period and all accrued and unpaid Investor Monthly Servicing Fees with respect to any prior Monthly Periods, (and if GE Capital or an Affiliate thereof is 3) the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts Default Estimate for that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), Monthly Period and (D4) any amount required the Monthly Insurance Premium with respect to be deposited in the Reserve Account and the Spread Account on the related Payment Datethat Monthly Period; provided further, thathowever, that notwithstanding -------- ------- ------- the foregoing proviso, (1) the entire Allocation Percentage of Finance ------- Charge Collections shall be transferred to the Finance Charge Subaccount on a daily basis if (x) the Excess Spread Percentage for the preceding Monthly Period is less than 3.00%, or (y) the Available Spread Account Amount is less than the Required Spread Account Amount; and (2) subject to Section 8.4(a) of the Indenture, on each -------------- Determination Date, the Servicer shall deposit in the Finance Charge Subaccount any amounts not retained on a daily basis pursuant to the preceding proviso, if on any Business Day . Any portion of such allocation not required to be ------- transferred to the Issuer determines that Finance Charge Subaccount pursuant to the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then preceding sentence shall be (x) Issuer shall (on first, deposited in the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Excess Funding Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so extent that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Seller Amount is less than the Minimum Free Equity Seller Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal (y) thereafter paid to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result Holders of the operation of the second preceding provisoSeller Interest.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122017-1 A Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122001-1 A Noteholders and transfer to the Finance Charge Subaccount for application as provided herein an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed deposited in the Collection Account on such Date of Processing andDeposit Date; provided, subject to Section 4.15however, shall deposit such amount into the Finance Charge Account; provided that, that with respect to the portion of each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in or the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a))Period, Collections of Finance Charge Receivables such allocation shall be transferred into to the Finance Charge Account Subaccount only until such time as the aggregate amount so deposited transferred to the Finance Charge Subaccount pursuant to this subsection during that Monthly Period equals the sum (the “Target Amount”) of (A1) the fees payable Net Interest Obligation with respect to the Indenture Trustee, the Trustee and the Administrator on the related Payment DateDistribution Date relating to that Monthly Period, (B2) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof at any time that FCNB is not the Servicer, the Noteholder Monthly Servicing Fee payable on the Distribution Date relating to that Monthly Period and all accrued and unpaid Investor Monthly Servicing Fees with respect to any prior Monthly Periods, (and if GE Capital or an Affiliate thereof is 3) the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts Default Estimate for that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), Monthly Period and (D4) any amount required the Monthly Insurance Premium with respect to be deposited in the Reserve Account and the Spread Account on the related Payment Datethat Monthly Period; provided further, thathowever, that notwithstanding the foregoing proviso, (1) the entire Allocation Percentage of Finance Charge Collections shall be transferred to the Finance Charge Subaccount on a daily basis if (x) the Excess Spread Percentage for the preceding Monthly Period is less than 3.00%, or (y) the Available Spread Account Amount is less than the Required Spread Account Amount; and (2) subject to Section 8.4(a) of the Indenture, on each Determination Date, the Servicer shall deposit in the Finance Charge Subaccount any amounts not retained on a daily basis pursuant to the preceding proviso, if on any Business Day . Any portion of such allocation not required to be transferred to the Issuer determines that Finance Charge Subaccount pursuant to the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then preceding sentence shall be (x) Issuer shall (on first, deposited in the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Excess Funding Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so extent that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Seller Amount is less than the Minimum Free Equity Seller Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal (y) thereafter paid to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result Holders of the operation of the second preceding provisoSeller Interest.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122004-1 2 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122009-1 VFN Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Amortization Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amortization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(aclause 5.1(b)(ii)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the product of (x) 1.5 and (y) the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on Class A Non-Use Fee and the related Payment DateClass A Rated Additional Amounts, if any, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)) shall instead by returned to WFN as payment of the Noteholder Servicing Fee), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (E) the sum of the Investor Default Amounts for the prior Monthly Period and any Investor Uncovered Dilution Amount for the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(viclause 5.4(a)(viii) and (viiix) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122013-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall ----------------------------------------- allocate to the Series 20122000-1 A Noteholders and retain in the Collection Account for application as provided herein an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed deposited in the Collection Account on such Date of Processing andDeposit Date; provided, subject to Section 4.15however, shall deposit such amount into the Finance Charge Account; provided that, that with respect to the portion of each Monthly Period calendar month -------- ------- falling [after the LIBOR Determination Date and] in the Revolving Period (and with respect to that portion of each Monthly Period in or the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a))Period, Collections of Finance Charge Receivables such amount shall be transferred into retained in the Finance Charge Collection Account only until such time as the aggregate amount so deposited retained in the Collection Account pursuant to this subsection equals the sum (the “Target Amount”) of (A1) the fees payable aggregate amount of Monthly Interest with respect to the Indenture Trustee, Distribution Date in the Trustee immediately succeeding calendar month and the Administrator on the related Payment Date, (B2) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof at any time that FCNB is not the Servicer, the Noteholder Monthly Servicing Fee (and if GE Capital or an Affiliate thereof is payable on the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited Distribution Date in the Reserve Account immediately succeeding calendar month and the Spread Account on the related Payment Dateall accrued and unpaid Investor Monthly Servicing Fees with respect to prior calendar months; provided further, thathowever, that notwithstanding the preceding foregoing -------- ------- ------- proviso, (1) the entire Allocation Percentage of Finance Charge Collections ------- shall be retained in the Collection Account on a daily basis if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determinationExcess Spread Percentage for the preceding Calendar month is less than 3.00%, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Seller Amount is less than the Minimum Free Equity Seller Amount after giving effect or (z) the Available Spread Account Amount is less than the Required Spread Account Amount; and (2) subject to all transfers and deposits Section 8.4(a) of the Indenture, on that Transfer each -------------- Determination Date, the Issuer Servicer shall cause Transferor, deposit in the Collection Account any amounts not retained on that Transfer Date, to deposit into the Principal Account funds in an amount equal a daily basis pursuant to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.. -------

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 2012-1 201[•]-[•] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(iisubsection 4.1(b)(ii) and deposited pursuant to Section 4.3(asubsection 4.1(c)), [so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing], Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on [Net Interest Obligation] [Monthly Interest] for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and [and] [,] the Spread Account [and the Cash Collateral Account] on the related Payment DateTransfer Date and (D) the sum of [•]% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section subsections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122007-1 3 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 2012-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122009-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.. With respect to any Monthly Period when deposits of Collections of Finance Charge Receivables into the Finance Charge Account are limited to deposits up to the Target Amount in

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122007-1 4 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 201220[ ]-1 [ ] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), [so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing], Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on [Net Interest Obligation] [Monthly Interest] for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof Comenity Bank is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof Comenity Bank is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to Comenity Bank as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account [and] [,] [the Spread Account] [and the Spread Account Cash Collateral Account] on the related Payment DateTransfer Date and (D) the sum of [•]% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section Sections 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 20122005-1 Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.154.16, shall deposit such amount into the Finance Charge Account; provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligation on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122015-1 B Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii4.1(b)(ii) and deposited pursuant to Section 4.3(a4.1(c)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “"Target Amount”") of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Class A Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on the related Payment Date, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)B) shall instead be returned to WFN as payment of the Noteholder Servicing Fee), and (DC) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment DateTransfer Date and (D) the sum of 150% of the Investor Default Amounts from the prior Monthly Period and any Investor Uncovered Dilution Amounts from the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer shall allocate to the Series 2012-1 [200 - ] Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; provided that, so long as, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(a)), Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the RFS Funding Trustee, the Trustee and the Administrator on the related Payment Date, (B) the Monthly Net Interest Obligations on the related Payment Date, (C) if GE Capital or an Affiliate thereof the Originator is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof the Originator is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)), and (D) any amount required to be deposited in the Reserve Account and the Spread Account on the related Payment Transfer Date; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by Issuer, then (x) Issuer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause Transferor to deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Amount is less than the Minimum Free Equity Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause Transferor, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi) and (vii) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.

Allocations of Finance Charge Collections. The Issuer Servicer shall allocate to the Series 20122009-1 VFN Noteholders an amount equal to the product of (A) the Allocation Percentage and (B) the aggregate Finance Charge Collections processed on such Date of Processing and, subject to Section 4.15, and shall deposit such amount into the Finance Charge Account; , provided that, with respect to each Monthly Period falling in the Revolving Period (and with respect to that portion of each Monthly Period in the Controlled Accumulation Amortization Period falling on or after the day on which Collections of Principal Receivables equal to the related Controlled Deposit Amortization Amount have been allocated pursuant to Section 4.3(b)(ii) and deposited pursuant to Section 4.3(aclause 5.1(b)(ii)), so long as the Available Cash Collateral Amount is not less than the Required Cash Collateral Amount on such Date of Processing, Collections of Finance Charge Receivables shall be transferred into the Finance Charge Account only until such time as the aggregate amount so deposited equals the product of (x) 1.5 and (y) the sum (the “Target Amount”) of (A) the fees payable to the Indenture Trustee, the Trustee and the Administrator on Monthly Interest for the related Payment Distribution Date, (B) the Monthly Interest on Class A Non-Use Fee and the related Payment DateClass A Rated Additional Amounts, if any, (C) if GE Capital or an Affiliate thereof WFN is not the Servicer, the Noteholder Servicing Fee (and if GE Capital or an Affiliate thereof WFN is the Servicer, then the Issuer covenants to pay directly to the Servicer as payment of the Noteholder Servicing Fee amounts that otherwise would have been transferred into the Finance Charge Account pursuant to this clause (C)) shall instead by returned to WFN as payment of the Noteholder Servicing Fee), and (D) any amount required to be deposited in the Reserve Spread Account and the Spread Cash Collateral Account on the related Payment DateTransfer Date and (E) the sum of the Investor Default Amounts for the prior Monthly Period and any Investor Uncovered Dilution Amount for the prior Monthly Period; provided further, that, notwithstanding the preceding proviso, if on any Business Day the Issuer Servicer determines that the Target Amount for a Monthly Period exceeds the Target Amount for that Monthly Period as previously calculated by IssuerServicer, then (x) Issuer Servicer shall (on the same Business Day) inform Transferor of such determination, and (y) within two Business Days thereafter cause of receiving such notice Transferor to shall deposit into the Finance Charge Account funds in an amount equal to the amount of Collections of Finance Charge Receivables allocated to the Noteholders for that Monthly Period but not deposited into the Finance Charge Account due to the operation of the preceding proviso (but not in excess of the amount required so that the aggregate amount deposited for the subject Monthly Period equals the Target Amount); and provided, further, that if on any Transfer Date the Free Equity Transferor Amount is less than the Minimum Free Equity Specified Transferor Amount after giving effect to all transfers and deposits on that Transfer Date, the Issuer shall cause TransferorTransferor shall, on that Transfer Date, to deposit into the Principal Account funds in an amount equal to the amounts of Available Finance Charge Collections that are required to be treated as Available Principal Collections pursuant to Section 4.4(a)(viclause 5.4(a)(ix) and (viix) but are not available from funds in the Finance Charge Account as a result of the operation of the second preceding proviso.