Common use of CHANGES IN THE AUCTION DATE Clause in Contracts

CHANGES IN THE AUCTION DATE. The Remarketing Agent, at the written direction of the Representative, may specify an earlier Auction Date (but in no event more than five Business Days earlier) than the Auction Date that would otherwise be determined in accordance with the definition of "Auction Date" with respect to one or more specified Auction Periods in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an Auction Date and the interest rate borne on the Pool I Auction Rate Certificates. The Representative will not consent to such change in the Auction Date unless the Representative will have received from the Remarketing Agent not less than three days nor more than 20 days prior to the effective date of such change a written request for consent together with a certificate demonstrating the need for change in reliance on such factors. The Remarketing Agent will provide notice of its determination to specify an earlier Auction Date for one or more Auction Periods by means of a written notice delivered at least 10 days prior to the proposed changed Auction Date to the Trustee, the Remarketing Agent, the Certificate Insurer and the Representative. Subject to the prior written consent of the Certificate Insurer, the changes in Auction terms described above may be made with respect to any Class of Pool I Auction Rate Certificates. In connection with any change in Auction Terms described above, the Remarketing Agent is to provide such further notice to such parties as is specified in the Interest Rate Services Agreement. ANNEX A THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS AF-6 NOTICE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default has occurred and is continuing with respect to the Certificates identified above. The next Auction for the Series 1997- D, Class AF-6 Certificates will not be held. The Auction Rate for the Series 1997-D, Class AF-6 Certificates for the next succeeding Interest Period shall be the Non-Payment Rate. THE BANK OF NEW YORK, as Trustee Dated: By: ____________________________ Name: Title: ANNEX B THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS AF-6 NOTICE OF CURE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default with respect to the Certificates identified above has been waived or cured. The next Remittance Date is ________ and the next Auction Date is ___________. THE BANK OF NEW YORK, as Trustee Dated: By: _________________________ Name: Title: SCHEDULE II-B POOL II AUCTION PROCEDURES ARTICLE 1. Except as otherwise specified herein, or as the context may require, capitalized terms used but not otherwise defined herein have the meanings ascribed in the Pooling and Servicing Agreement dated as of November 30, 1997 (the "Pooling and Servicing Agreement") among the Bank of New York, as trustee, The Money Store Inc., as representative, servicer and claims administrator and the Originators listed therein.

CHANGES IN THE AUCTION DATE. The Remarketing Agent, at the written direction of the Representative, may specify an earlier Auction Date (but in no event more than five Business Days earlier) than the Auction Date that would otherwise be determined in accordance with the definition of "Auction Date" with respect to one or more specified Auction Periods in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an Auction Date and the interest rate borne on the Pool I Auction Rate CertificatesNotes. The Representative will not consent to such change in the Auction Date unless the Representative will have received from the Remarketing Agent not less than three days nor more than 20 days prior to the effective date of such change a written request for consent together with a certificate demonstrating the need for change in reliance on such factors. The Remarketing Agent will provide notice of its determination to specify an earlier Auction Date for one or more Auction Periods by means of a written notice delivered at least 10 days prior to the proposed changed Auction Date to the Indenture Trustee, the Remarketing Agent, the Certificate Insurer Agent and the Representative. Subject to the prior written consent of the Certificate Insurer, the The changes in Auction terms described above may be made with respect to any Class of Pool I the Auction Rate CertificatesNotes. In connection with any change in Auction Terms described above, the Remarketing Agent is to provide such further notice to such parties as is specified in the Interest Rate Services Agreement. ANNEX EXHIBIT A THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, Schedule of Loans [Provided to Trustee] EXHIBIT B [FORM OF CLASS AF-6 NOTICE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default has occurred and is continuing with respect to the Certificates identified above. The next Auction for the Series 1997- D, Class AF-6 Certificates will not be held. The Auction Rate for the Series 1997-D, Class AF-6 Certificates for the next succeeding Interest Period shall be the Non-Payment Rate. THE BANK OF NEW YORK, as Trustee Dated: By: ____________ NOTE] REGISTERED $_________________ Name: Title: ANNEX B THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS AF-6 NOTICE OF CURE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default with respect to the Certificates identified above has been waived or curedNO. The next Remittance Date is ________ and the next Auction Date is ___________1 SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NO. THE BANK OF NEW YORK, as Trustee Dated: By: _________________________ Name: Title: SCHEDULE II-B POOL II AUCTION PROCEDURES ARTICLE 1UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Except as otherwise specified hereinOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), or as the context may requireANY TRANSFER, capitalized terms used but not otherwise defined herein have the meanings ascribed in the Pooling and Servicing Agreement dated as of November 30PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, 1997 CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS NOTE REPRESENTS AN INTEREST IN A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (the "Pooling and Servicing AgreementREMIC") among the Bank of New YorkAS THOSE TERMS ARE DEFINED, as trusteeRESPECTIVELY, The Money Store Inc.IN SECTION 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, as representativeAS AMENDED (THE "CODE"), servicer and claims administrator and the Originators listed therein.ASSUMING COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE. THE MONEY STORE BUSINESS LOAN BACKED TRUST 1999-1, SERIES 1999-1, CLASS _____ BUSINESS LOAN BACKED NOTES

CHANGES IN THE AUCTION DATE. The Remarketing Agent, at the written direction of the Representative, may specify an earlier Auction Date (but in no event more than five Business Days earlier) than the Auction Date that would otherwise be determined in accordance with the definition of "Auction Date" with respect to one or more specified Auction Periods in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week constituting an Auction Date and the interest rate borne on the Pool I Auction Rate CertificatesNotes. The Representative will not consent to such change in the Auction Date unless the Representative will have received from the Remarketing Agent not less than three days nor more than 20 days prior to the effective date of such change a written request for consent together with a certificate demonstrating the need for change in reliance on such factors. The Remarketing Agent will provide notice of its determination to specify an earlier Auction Date for one or more Auction Periods by means of a written notice delivered at least 10 days prior to the proposed changed Auction Date to the Indenture Trustee, the Remarketing Agent, the Certificate Note Insurer and the Representative. Subject to the prior written consent of the Certificate Note Insurer, the changes in Auction terms described above may be made with respect to any Class of Pool I the Auction Rate CertificatesNotes. In connection with any change in Auction Terms described above, the Remarketing Agent is to provide such further notice to such parties as is specified in the Interest Rate Services Agreement. ANNEX EXHIBIT A THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS AF-6 NOTICE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default has occurred and is continuing with respect Schedule of Loans [Provided to the Certificates identified aboveTrustee] [Form of Class A Note] EXHIBIT B REGISTERED $ No. The next Auction for the Series 1997- D, Class AF-6 Certificates will not be held. The Auction Rate for the Series 1997-D, Class AF-6 Certificates for the next succeeding Interest Period shall be the Non-Payment Rate. THE BANK OF NEW YORK, as Trustee Dated: By: _______________ SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NO. ______________ Name: Title: ANNEX B [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE MONEY STORE TRUST 1998-C CLASS A_ ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS AF-6 NOTICE OF CURE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default with respect to the Certificates identified above has been waived or cured. The next Remittance Date is ________ and the next Auction Date is ___________. THE BANK OF NEW YORK, as Trustee Dated: By: _________________________ Name: Title: SCHEDULE II-B POOL II AUCTION PROCEDURES ARTICLE 1. Except as otherwise specified herein, or as the context may require, capitalized terms used but not otherwise defined herein have the meanings ascribed in the Pooling and Servicing Agreement dated as of November 30, 1997 (the "Pooling and Servicing Agreement") among the Bank of New York, as trustee, The Money Store Inc., as representative, servicer and claims administrator and the Originators listed therein.NOTES

CHANGES IN THE AUCTION DATE. The Remarketing Agentapplicable Broker-Dealer, at with the written direction consent of an Authorized Officer and, if applicable, upon receipt of the Representativeopinion of Note Counsel as required below, may specify an earlier a different Auction Date (but in no event more than five Business Days earlier) than the Auction Date that would otherwise be determined in accordance with the definition of "Auction Date" in Section 1.01 of this Appendix A with respect to one or more specified Auction Periods in order to conform with then current market practice with respect to similar securities or to accommodate economic and financial factors that may affect or be relevant to the day of the week A-25 constituting an Auction Date and the interest rate borne on the Pool I Auction Rate CertificatesSecurities. The Representative will not applicable Broker-Dealer shall deliver a written request for consent to such change in the length of the Auction Date unless to the Representative will have received from the Remarketing Agent not less than three days nor more than 20 Issuer at least 14 days prior to the effective date of such change a change. If the Issuer shall have delivered such written request for consent together with a certificate demonstrating to the need for change in reliance on applicable Broker-Dealer, such factors. The Remarketing Agent will Broker-Dealer shall provide notice of its determination to specify an earlier Auction Date for one or more Auction Periods by means of a written notice delivered at least 10 days prior to the proposed changed Auction Date to the Indenture Trustee, the Remarketing Auction Agent, the Certificate Insurer Issuer, each Rating Agency and the RepresentativeSecurities Depository. Subject Such notice shall be substantially in the form of, or contain substantially the information contained in, Exhibit G attached hereto. Notwithstanding the foregoing, the applicable Broker-Dealer may, without consent from an Authorized Officer, an opinion of Note Counsel, request for consent or notice to the prior written consent of the Certificate InsurerIndenture Trustee, the changes Auction Agent, the Issuer, any Rating Agency or the Securities Depository, (i) defer any Auction Date to the next succeeding Business Day, if the Auction Date would, without such deferral, not be a Business Day; and (ii) in such event, shorten the next succeeding Auction terms described above may be made with respect to any Class period by the number of Pool I days that the prior Auction Rate CertificatesDate was deferred. In connection with any change described in Auction Terms described abovethis Section 2.02(h), the Remarketing Auction Agent is to shall provide such further notice to such parties as is specified in Section 2.03 of the Interest Rate Services Auction Agent Agreement. ANNEX A THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS AF-6 NOTICE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default has occurred and is continuing with respect to the Certificates identified above. The next Auction for the Series 1997- D, Class AF-6 Certificates will not be held. The Auction Rate for the Series 1997-D, Class AF-6 Certificates for the next succeeding Interest Period shall be the Non-Payment Rate. THE BANK OF NEW YORK, as Trustee Dated: By: ____________________________ Name: Title: ANNEX B THE MONEY STORE ASSET BACKED CERTIFICATES SERIES 1997-D, CLASS AF-6 NOTICE OF CURE OF CERTIFICATE INSURER DEFAULT NOTICE IS HEREBY GIVEN that a Certificate Insurer Default with respect to the Certificates identified above has been waived or cured. The next Remittance Date is ________ and the next Auction Date is ___________. THE BANK OF NEW YORK, as Trustee Dated: By: _________________________ Name: Title: SCHEDULE II-B POOL II AUCTION PROCEDURES ARTICLE 1. Except as otherwise specified herein, or as the context may require, capitalized terms used but not otherwise defined herein have the meanings ascribed in the Pooling and Servicing Agreement dated as of November 30, 1997 (the "Pooling and Servicing Agreement") among the Bank of New York, as trustee, The Money Store Inc., as representative, servicer and claims administrator and the Originators listed therein.