Common use of Collections and Allocations Clause in Contracts

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS or an Affiliate of TRS remains the Servicer and (i) maintains a short-term credit rating (which may be an implied rating) of not less than A-1 by Standard and Poor's and P-1 by Moody's (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency), or (iii) the Rating Agency Condition will be satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the Transferors. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. From and after the Certificate Trust Termination Date: (a) The Servicer will apply shall apply, or will instruct the Indenture Trustee to apply apply, all funds on deposit in the Collection Account as described in this Article IV VIII and in each Indenture Supplement. Except as otherwise provided belowbelow and in each Indenture Supplement, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement the Indenture to the contrary, if FNBO remains Servicer and (x) for so long as TRS or an Affiliate of TRS remains the Servicer and (i) FNBO maintains a short-short term credit debt rating (which may be an implied rating) of not less than A-1 or better by Standard and Poor's and S&P, P-1 or better by Moody's ’s, if rated by Fitch, F1 or better by Fitch, and, if rated by any other Rating Agency, the equivalent rating by that Rating Agency (or such other rating below A-1 A-1, P-1 or P-1such equivalent rating, as the case may be, which is satisfactory to such each Rating Agency, if any), (iiy) obtains a guarantee with respect to Collections allocable to any Series, any other conditions specified in the Servicer's deposit related Indenture Supplement are satisfied or (z) FNBO has provided to Indenture Trustee a letter of credit, surety bond or other similar arrangement covering collection risk of Servicer and payment obligations hereunder pursuant to a guaranty in form and substance each case acceptable to each Rating Agency provided (as evidenced by a letter from each Rating Agency to the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency), or (iii) effect that the Rating Agency Condition will be satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iiihas been satisfied), the if any, Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M.12:00 noon, New York City time, on the related Transfer Date following the Monthly Period with respect to which such deposit relatesDate. Subject to the first proviso in Section 4.04express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement the Indenture to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentenceparagraph of this subsection 8.04(a), (i1) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Noteholders or to any Series Enhancer Enhancement Provider pursuant to the terms of any Indenture Supplement or agreement whereby the Enhancement Agreement is provided, and (ii2) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount such required to be deposited pursuant to clause (i) aboveamount, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to withdraw the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess for distribution to the Transferors. Subject Transferor or payments pursuant to Section 3.02 of the immediately preceding sentence, the Servicer may retain its Transfer and Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection AccountAgreement. (b) On each Date of Processing, Collections of Finance Charge Receivables, Receivables and of Principal Receivables and shall be allocated to each Series of Notes in accordance with the related Indenture Supplement. On each Determination Date, Receivables in Defaulted Receivables Accounts will be allocated to each Series of Notes in accordance with the related Indenture Supplement. (c) Throughout the existence of Issuer, unless otherwise stated in any Indenture Supplement, on each Date of Processing, Servicer shall allocate to Transferor an amount equal to the basis product of (i) the Transferor Percentage and (ii) the aggregate amount of Collections allocated to Principal Receivables and Finance Charge Receivables, respectively, on that Date of Processing; provided that, if the Transferor Interest (determined after giving effect to any transfer of Principal Receivables to the Trust on such date), is less than or equal to the Minimum Transferor Interest, Servicer shall not allocate to Transferor any such amounts that otherwise would be allocated to Transferor, but shall instead deposit such funds in the Excess Funding Account. Unless otherwise stated in any Indenture Supplement, neither Servicer nor Transferor need deposit any amounts allocated to Transferor pursuant to the foregoing into the Collection Account and shall pay, or be deemed to pay, such amounts, as collected, to Transferor. The payments to be made to Transferor, pursuant to this Section 8.04(c) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.04(e) or 7.01 of the Transfer and Servicing Agreement, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 5.05 or payment of the purchase price for the Notes of a specific Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated pursuant to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections, except for Collections consisting of Allocated Interchange, the Certificateholders' allocable portion of which the Servicer shall deposit into the Collection Account no later than 12:00 noon, New York City time, on the Transfer Date and the Transferors' allocable portion of which the Transferors shall retain. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, if and for so long as TRS the Servicer is the Bank or an Affiliate of TRS remains the Servicer Bank and (ix) maintains a short-term credit certificate of deposit rating (which may be an implied rating) of not less than A-1 or better by Standard and & Poor's and P-1 by Moody's (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency)'s, or (iiiy) the Bank has provided to the Trustee a letter of credit covering collection risk of the Servicer acceptable to the Rating Agency Condition will be satisfied despite (as evidenced by a letter from the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iiiRating Agency), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M.12:00 noon, New York City time, on the Transfer Date following Date, except for the Monthly Period with respect to Transferors' allocable portion of Collections consisting of Allocated Interchange, which such deposit relatesthe Transferors shall retain. Subject to the first proviso two provisos in Section 4.044.04 (assuming for purposes of this Section 4.03(a) that such provisos applied on a daily basis), but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether Period when the Servicer is required to make deposits of Collections pursuant to the first second sentence of the preceding paragraph, the Servicer will only be required to deposit Collections into the Collection Account up to the sum of (x) the aggregate amount of Collections required to be deposited into any Series Account (including Monthly Interest (as defined in the related Supplement)) to be distributed on the related Distribution Date or, without duplication, distributed on or prior to the second preceding sentencerelated Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement, (y) the aggregate of the Investor Certificateholders' portions of the daily Defaulted Amounts for such Monthly Period and (z) the aggregate of the daily allocations of the Monthly Servicing Fees for such Monthly Period for such Series (calculated pursuant to Section 3.02 of this Agreement); provided, however, that (i) as long as the Bank or an Affiliate of the Bank is the Servicer (A) with respect to any Series for which any Monthly Interest is determined on a floating rate basis, at such time in each Monthly Period when each floating rate that is used in calculating Monthly Interest for such Series for such Monthly Period has been determined thereafter, to the extent that all funds required under clause (x) above have been deposited in the Collection Account with respect to such Series, then no additional funds will be required to be deposited pursuant to clause (z) above and (B) with respect to any Series for which Monthly Interest is determined on a fixed rate basis, to the extent that all funds required under clause (x) above have been deposited in the Collection Account with respect to such Series, then no additional funds will be required to be deposited pursuant to clause (z) above and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Holder of the Transferors' Interest. With respect to any Monthly Period when the Servicer is authorized to make deposits of Collections pursuant to the last sentence of the preceding paragraph, the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) Agreement, provided, however, that if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) abovedeposited, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to withdraw the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess pay it to the Holder of the Transferors. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account' Interest. (b) With respect to each day during each Monthly Period, (i) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest of a Series in an amount equal to the product of the amount of such Collections and the Floating Allocation Percentage of such Series with respect to such day during such Monthly Period, (ii) Collections of Principal Receivables will be allocated to the Certificateholders' Interest of such Series in an amount equal to the product of the amount of such Collections and the Principal Allocation Percentage of such Series with respect to such day during such Monthly Period and (iii) Adjustment Payments and Transfer Deposit Amounts will be treated as Shared Principal Collections and will be allocated and distributed in accordance with Section 4.04 and the terms of each Supplement. With respect to each Monthly Period, and notwithstanding the foregoing, the Defaulted Amount and Allocated Interchange will be allocated to the Certificateholders' Interest of a Series based on the Floating Allocation Percentage of such Series with respect to such Monthly Period. Subject to Sections 4.03(c) and 4.04, amounts not allocated to the Certificateholders' Interest of any Series will be allocated to the Transferors' Interest. (c) On the earlier of (A) the second Business Day after the Date of Processing and (B) the day on which the Servicer actually deposits any Collections into the Collection Account, the Servicer will pay to the Transferors (i) the Transferors' allocable portion of Collections of Finance Charge Receivables (except for such Collections consisting of Interchange, to the extent that the Transferors have retained their allocable portion thereof pursuant to Section 4.03(a) and except for the Transferors' allocable share of the Monthly Servicing Fee which the Servicer is permitted to retain in accordance with Section 3.02) and (ii) the Transferors' allocable portion of Collections of Principal Receivables; provided, however, that, in the case of Collections of Principal Receivables allocated to the Transferors' Interest, among such amounts shall be paid to the Transferors only if the Transferors' Participation Amount (determined after giving effect to any Principal Receivables transferred to the Trust on such date) exceeds zero; and provided, further, that in the case of any Shared Principal Collections that would otherwise be paid to the Transferors pursuant to Section 4.04, such amounts shall be paid to the Transferors only if the Transferors' Participation Amount exceeds the Required Transferors' Participation Amount and the aggregate amount of Principal Receivables in the Trust exceeds the Required Principal Balance (in each case determined after giving effect to any Principal Receivables transferred to the Trust on such date). The amount not paid to the Transferors as a result of the provisos in the preceding sentence ("Unallocated Principal Collections") shall be deposited on each Distribution Date in the Special Funding Account; provided, however, that if any Series is in its Accumulation Period, Scheduled Amortization Period or Early Amortization Period, any Unallocated Principal Collections on deposit in the Collection Account shall be deemed to be Shared Principal Collections and shall be allocated and distributed in accordance with Section 4.04 and the terms of each Supplement. The payments to be made to the Transferors pursuant to this Section 4.03(c) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including Transfer Deposit Amounts, Adjustment payment of the purchase price for Receivables pursuant to Section 2.06 or 10.01, proceeds from the sale, disposition or liquidation of Receivables pursuant to 9.02 or 12.02 or payment of the purchase price for Certificateholders' Interest of a specific Series pursuant to the related Supplement. (d) If the Transferors with respect to Additional Accounts so designate, the Principal Receivables in Additional Accounts added during any Monthly Period having an Additional Cut-Off Date as of any day during the preceding Monthly Period shall be treated as Principal Receivables outstanding on and after such day for purposes of calculating the Floating Allocation Percentage and Principal Allocation Percentage for such Monthly Period. Any such recalculation of the Floating Allocation Percentage and Principal Allocation Percentage for a Monthly Period shall be effective only on and after the Addition Date, but the Servicer shall determine the amounts of Collections and the Defaulted Amounts which would have been allocated to the Certificateholders Interest of each Series for the portion of such Monthly Period preceding such Addition Date as if such recalculated Floating Allocation Percentage and Principal Allocation Percentage had been in effect and shall adjust the amounts to be allocated for the remainder of such Monthly Period so that the amounts allocated to the Certificateholders' Interest of each Series and among the Classes Transferors' Interest are equal to the amounts which would have been allocated to them if such recalculated percentages had been in effect for the entire Monthly Period. (e) Unless otherwise provided in any SeriesSupplement, on the date on which (i) an Account becomes a Defaulted Account, (ii) an Account (a) with respect to which the card has been lost, stolen or authorization prohibited, and (b) which has had an outstanding balance of zero for at least six months, has been closed by the Servicer, (iii) an Account (a) which has been designated by the Servicer as "frozen", revoked or interest accrual prohibited, and (b) which has had an outstanding balance of zero for at least two months, has been closed by the Servicer, the Trust shall automatically and without further action or consideration be deemed to transfer, set forth over, and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust such Defaulted Accounts and Accounts with zero balances, including, with respect to Defaulted Accounts, all right, title and interest in and to Receivables in such Defaulted Accounts, all monies due or to become due with respect to such Receivables, all proceeds of such Receivables and Insurance Proceeds relating to such Receivables allocable to the Trust with respect to such Receivables. Notwithstanding any such transfer of Accounts, amounts recovered with respect to such Defaulted Accounts shall still be allocated to the Trust to the extent provided for in the related Supplement or Supplementsdefinition of Recoveries.

Collections and Allocations. (a) The Servicer will apply or will pursuant to the terms of this Agreement (or, if the authority of the Servicer has been revoked pursuant to Section 9.1, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV III and in each Supplementany Indenture Supplement for any Series of Notes. Except as otherwise provided below, the Servicer pursuant to the terms of this Agreement shall deposit Collections with respect to the Receivables into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the such Date of Processing, and shall deposit Collections received with respect to the Collateral Certificates with respect to any Monthly Period into the Collection Account no later than the First Note Transfer Date in the next succeeding Monthly Period. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement or the Indenture to the contrary, for so as long as TRS or an Affiliate of TRS remains the Servicer under this Agreement and (i) maintains a short-term credit rating (which may be an implied rating) of not less than A-1 "A-1" from Standard & Poor's, "P-1" from Xxxxx'x and, if rated by Standard and Poor's and P-1 by Moody's Fitch, "F1" from Fitch (or such other rating below A-1 or "A-1," "P-1" or, if rated by Fitch, "F1," as the case may be, which is satisfactory to such Note Rating Agency), (ii) obtains a guarantee or letter of credit covering risk of collection with respect to the Servicer's its deposit and payment obligations hereunder pursuant to a guaranty under this Agreement (in form and substance acceptable satisfactory to each Note Rating Agency provided the Agency) from a guarantor maintains having a short-term credit rating (which may be an implied rating) of P-1 by Moody's and of A-1 by at least "A-1" from Standard & Poor's 's, "P-1" from Xxxxx'x and, if rated by Fitch, "F1" from Fitch (or such other rating below P-1 or "A-1," "P-1" or, if rated by Fitch, "F1," as the case may be, which is satisfactory to such Note Rating Agency), or (iii) the Note Rating Agency Condition will be have been satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) above; and for five 30 Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii)) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph. Rather, but the Servicer may make a single deposit in into the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.04, but notwithstanding Notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make daily or monthly deposits of Collections pursuant to the first or the second preceding sentenceCollection Account, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed paid in respect of Notes on or prior to the related Distribution Payment Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any the applicable Indenture Supplement or Enhancement Agreement and (ii) if at the Servicer need not deposit into the Collection Account any time prior to such Distribution Date the amount of Collections deposited allocated or to be deposited in allocated to the Collection Account exceeds holders of the amount required to be deposited Transferor Interest pursuant to clause (i) above, any Related Agreement and shall pay such amounts to the Servicer, holders of the Transferor Interest on a daily or monthly basis, as directed by the Transferors, (x) will distribute to holders of the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the TransferorsTransferor Interest. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it such Servicing Fee into the Collection Account. Collections shall not be required to be invested in Eligible Investments until such time as they are deposited into the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS either (i) Holdings remains the Servicer and Holdings or an Affiliate of TRS remains Holdings, which has guaranteed the Servicer obligation of Holdings to deposit Collections into the Collection Account and (i) is other wise acceptable to the Rating Agency, maintains a short-term credit rating (which may be an implied rating) of not less than A-1 by Standard & Poor and P-1 by Moody's and a certificate of deposit rating of not less than A-1 by Standard & Poor's and P-1 by Moody's (and no Pay Out Event or such other rating below A-1 Reinvestment Event shall have occurred or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, Holdings shall have otherwise made arrangements which is satisfactory to such Rating Agency), or (iii) satisfy the Rating Agency Condition will be satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii)Condition, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then Holdings shall commence making daily deposits of Collections into the Collection Account as provided above, within five Business Days of the date on which neither of such conditions shall have been satisfied. Subject to the first proviso in Section 4.044.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Securityholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to withdraw the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the TransferorsAccount. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Receivables and Principal Receivables and Defaulted Receivables Amounts will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders Securityholders of any other Series. Allocations of the foregoing amounts between the CertificateholdersSecurityholders' Interest and the Transferors' Transferor's Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS or an Affiliate of TRS remains the Servicer and (i) maintains a short-term credit rating (which may be an implied rating) of not less than A-1 by Standard and Poor's and P-1 by Moody's (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency), or (iii) the Rating Agency Condition will be satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferorsapplicable, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the Transferors. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements. (c) RFC III hereby authorizes and instructs the Servicer to remit directly to Centurion Bank, at any time during a Monthly Period, Collections due to be distributed to RFC III as Transferor in an amount equal to the lesser of (i) the amount of such Collections and (ii) the amount then owed by RFC III to Centurion Bank under the Centurion Bank - RFC III Purchase Agreement and the Centurion Bank - RFC III Revolving Credit Agreement. Any such Collections remitted to Centurion Bank shall be applied to reduce the amount owed by RFC III to Centurion Bank under the Centurion Bank - RFC III Purchase Agreement and the Centurion Bank - RFC III Revolving Credit Agreement, and any such Collections in excess of the amount described in clause (ii) above shall be remitted to RFC III as Transferor in accordance with this Section 4.03. RFC III may rescind or amend this authorization and instruction at any time by written notice delivered to Centurion Bank and the Servicer. RFC IV hereby authorizes and instructs the Servicer to remit directly to FSB, at any time during a Monthly Period, Collections due to be distributed to RFC IV as Transferor in an amount equal to the lesser of (I) the amount of such Collections and (II) the amount then owed by RFC IV to FSB under the FSB - RFC IV Purchase Agreement and the FSB - RFC IV Revolving Credit Agreement. Any such Collections remitted to FSB shall be applied to reduce the amount owed by RFC IV to FSB under the FSB - RFC IV Purchase Agreement and the FSB - RFC IV Revolving Credit Agreement, and any such Collections in excess of the amount described in clause (II) above shall be remitted to RFC IV as Transferor in accordance with this Section 4.03. RFC IV may rescind or amend this authorization and instruction at any time by written notice delivered to FSB and the Servicer.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS either (i) the Bank remains the Servicer and the Bank or an Affiliate of TRS remains the Servicer and (i) Bank acceptable to the Rating Agencies maintains a short-term credit rating (which may be an implied rating) of not less than A-1 by Standard & Poor and P-1 by Moody's and a certificate of deposit rating of not less than A-1 by Standard & Poor's and P-1 by Moody's (and no Pay Out Event or such other rating below A-1 Reinvestment Event shall have occurred or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, Bank shall have made arrangements which is satisfactory to such Rating Agency), or (iii) satisfy the Rating Agency Condition will be satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii)Condition, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank shall commence making daily deposits of Collections into the Collection Account as provided above, within five Business Days of the date on which neither of such conditions shall have been satisfied. Subject to the first proviso in Section 4.044.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to withdraw the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the TransferorsAccount. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Transferor's Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS either (i) Holdings remains the Servicer and Holdings or an Affiliate of TRS remains Holdings acceptable to the Servicer and (i) Rating Agencies maintains a short-term credit rating (which may be an implied rating) of not less than A-1 by Standard & Poor and P-1 by Moody's and a certificate of deposit rating of not less than A-1 by Standard & Poor's and P-1 by Moody's (and no Pay Out Event or such other rating below A-1 Reinvestment Event shall have occurred or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, Holdings shall have otherwise made arrangements which is satisfactory to such Rating Agency), or (iii) satisfy the Rating Agency Condition will be satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii)Condition, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then Holdings shall commence making daily deposits of Collections into the Collection Account as provided above, within five Business Days of the date on which neither of such conditions shall have been satisfied. Subject to the first proviso in Section 4.044.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to withdraw the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the TransferorsAccount. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Receivables and Principal Receivables and Defaulted Receivables Amounts will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Transferor's Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV VIII and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections received with respect to a particular Pool into the Collection Account for such Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as TRS or an Affiliate any of TRS the following conditions are satisfied: (i) Household Finance Corporation remains the Servicer and (i) maintains a short-term credit commercial paper rating (which may be an implied rating) of not less than A-1 F1 by Standard and Poor's and P-1 by Moody's (or such other rating below A-1 or P-1Fitch, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's, (ii) Household Finance Corporation remains the Servicer, no Amortization Event, Reinvestment Event or Event of Default shall have occurred, the ultimate parent of Household Finance Corporation maintains a commercial paper rating of not less than F1 by Fitch, P-1 by Moody's and A-1 by Standard & Poor's, and, in the event that there is any material change in the financing relationship between Household Finance Corporation and its parent corporation, (or such other rating below P-1 or A-1, as A) Household Finance Corporation shall have notified each Rating Agency and (B) the case may be, which is satisfactory Rating Agency Condition shall be satisfied with respect to such Rating Agency)material change, or (iii) any other arrangements are made and written confirmation is received from the specified Rating Agency for which the above requirements are not satisfied such that the Rating Agency Condition will be is satisfied despite the Servicer's inability with respect to satisfy the rating requirement specified in clause (i) that Rating Agency, and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified change in clause (ii) or (iii)ownership, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M.11:00 a.m., New York City time, on the Transfer Distribution Date following the Monthly Due Period with respect to which such deposit relates. Subject to the first proviso in Section 4.048.05, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Monthly Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to direct the Transferors, (x) will distribute Indenture Trustee to withdraw the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute pay such excess amount pursuant to the Transferorsterms of the Transaction Documents. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge and Administrative Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the Series Allocable Finance Charge Collections of such SeriesTransferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest Holders of the Notes and the Transferors' InterestHolders of the Transferor Certificates, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements. On each Determination Date, after the amounts of all allocations have been determined (i) with respect to all outstanding Series and (ii) as provided for in any applicable Indenture Supplement, the Servicer may, with the consent of each Transferor, allocate any excess Collections which would otherwise be payable to the Transferor at such Transferor's direction to one or more of the outstanding Series subject to the following conditions: (i) on or before the fifth Business Day immediately preceding such allocation, the Servicer shall have given the Indenture Trustee and each Rating Agency notice of such allocation; (ii) the Rating Agency Condition shall have been satisfied with respect to such allocation; and (iii) the Servicer shall have delivered to the Indenture Trustee an Officer's Certificate, dated the date of such allocation, to the effect that the Servicer reasonably believes that such allocation will not have an Adverse Effect.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date date of Processingprocessing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as TRS if one or an Affiliate more of TRS remains the Servicer and following conditions is satisfied: (i) Nordstrom fsb remains the Servicer; Nordstrom guarantees the performance of the Servicer's obligations (unless the Rating Agencies shall consent to the deletion of such guarantee) and achieves and maintains a short-term credit commercial paper rating (which may be an implied rating) of not less than A-1 by Standard and & Poor's and P-1 's, not less than Prime-1 by Moody's and, if rated by Fitch, not less than F1 by Fitch, and Nordstrom fsb remains a wholly-owned subsidiary (directly or such other rating below A-1 or P-1, as indirectly) of Nordstrom and in the case may be, which event that there is satisfactory to such Rating Agency)any material change in the financing relationship between Nordstrom fsb and Nordstrom, (iiA) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to Nordstrom fsb shall have notified each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency), or (iiiB) the Rating Agency Condition will shall be satisfied despite with respect to such material change, or (ii) any other arrangements are made such that the Servicer's inability to satisfy the rating requirement specified in clause (i) Rating Agency Condition is satisfied with respect thereto, and for five two Business Days following any reduction of any such rating or failure to satisfy the conditions specified change in clause (ii) or (iii)ownership, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the Transfer Date immediately preceding the Distribution Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.048.05, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to cause the Transferors, (x) will distribute Indenture Trustee to withdraw the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute pay such excess amounts pursuant to the Transferorsterms of the Transaction Documents. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. To the extent that, in accordance with this subsection, the Servicer has retained amounts which would otherwise be required to be deposited into the Collection Account or any Series Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the Collection Account or such Series Account on the related Transfer Date to the extent necessary to make required distributions on the related Distribution Date, including any amounts which are required to be applied as Reallocated Principal Collections, and pay any amounts remaining after making such deposit pursuant to the terms of the Transaction Documents. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis Holders of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series Transferor Certificates in accordance with this Article and Series Allocable Defaulted Amount of such Series each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest Holders of the Notes and the Transferors' InterestHolders of the Transferor Certificates, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Supplements.or

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV VIII and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections received with respect to a particular Pool into the Collection Account for such Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as TRS or an Affiliate any of TRS the following conditions are satisfied: (i) Household Finance Corporation remains the Servicer and (i) maintains a short-term credit commercial paper rating (which may be an implied rating) of not less than A-1 by Standard and & Poor's and 's, P-1 by Moody's (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to such Rating Agency)Xxxxx'x and F-1 by Fitch, (ii) obtains a guarantee with respect to Household Finance Corporation remains the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor , no Amortization Event, Reinvestment Event or Event of Default shall have occurred, Household International maintains a short-term credit commercial paper rating of P-1 by Moody's and of not less than A-1 by Standard & Poor's 's, P-1 by Xxxxx'x and F-1 by Fitch, Household Finance Corporation remains a wholly-owned subsidiary of Household International (directly or such other rating below P-1 or A-1indirectly) and, as in the case may beevent that there is any material change in the financing relationship between Household Finance Corporation and Household International, which is satisfactory (A) Household Finance Corporation shall have notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such Rating Agency)material change, or (iii) any other arrangements are made such that the Rating Agency Condition will be is satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) with respect thereto, and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified change in clause (ii) or (iii)ownership, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the Transfer Distribution Date following the Monthly Due Period with respect to which such deposit relates. Subject to the first proviso in Section 4.048.05, but notwithstanding ------------ anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Monthly Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to direct the Transferors, (x) will distribute Indenture Trustee to withdraw the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute pay such excess amount pursuant to the Transferorsterms of the Transaction Documents. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge and Administrative Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the Series Allocable Finance Charge Collections of such SeriesTransferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest Holders of the Notes and the Transferors' InterestHolders of the Transferor Certificates, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements. On each Determination Date, after the amounts of all allocations have been determined (i) with respect to all outstanding Series and (ii) as provided for in any applicable Indenture Supplement, the Servicer may, with the consent of each Transferor, allocate any excess Collections which would otherwise be payable to the Transferor at such Transferor's direction to one or more of the outstanding Series subject to the following conditions: (i) on or before the fifth Business Day immediately preceding such allocation, the Servicer shall have given the Indenture Trustee and each Rating Agency notice of such allocation; (ii) the Rating Agency Condition shall have been satisfied with respect to such allocation; and (iii) the Servicer shall have delivered to the Indenture Trustee an Officer's Certificate, dated the date of such allocation, to the effect that the Servicer reasonably believes that such allocation will not have an Adverse Effect.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV VIII and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections received with respect to a particular Pool into the Collection Account for such Pool as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as TRS or an Affiliate any of TRS the following conditions are satisfied: (i) Conseco Bank Inc. remains the Servicer and (i) maintains a short-term credit commercial paper rating (which may be an implied rating) of not less than A-1 by Standard and & Poor's and P-1 by Moody's (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to such Rating Agency)'s, (ii) obtains a guarantee with respect to Conseco Bank Inc. remains the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor , no Amortization Event, Reinvestment Event or Event of Default shall have occurred, Conseco Finance Corp., maintains a short-term credit commercial paper rating of P-1 by Moody's and of not less than A-1 by Standard & Poor's and P-1 by Moody's, Conseco Bank Inc. remains a wholly-owned subsidiary of Conseco Finance Corp. (directly or such other rating below P-1 or A-1indirectly) and, as in the case may beevent that there is any material change in the financing relationship between Conseco Bank Inc. and Conseco Finance Corp., which is satisfactory (A) Conseco Bank Inc. shall have notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such Rating Agency)material change, or (iii) any other arrangements are made such that the Rating Agency Condition will be is satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) with respect thereto, and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified change in clause (ii) or (iii)ownership, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the Transfer Distribution Date following the Monthly Due Period with respect to which such deposit relates. Subject to the first proviso in Section 4.04------- 8.05, but notwithstanding anything else in this Indenture or the Transfer and ---- Servicing Agreement to the contrary, with respect to any Monthly Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to direct the Transferors, (x) will distribute Indenture Trustee to withdraw the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute pay such excess amount pursuant to the Transferorsterms of the Transaction Documents. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the Series Allocable Finance Charge Collections of such SeriesTransferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest Holders of the Notes and the Transferors' InterestHolders of the Transferor Certificates, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements. On each Determination Date, after the amounts of all allocations have been determined (i) with respect to all outstanding Series and (ii) as provided for in any applicable Indenture Supplement, the Servicer may, with the consent of each Transferor, allocate any excess Collections which would otherwise be payable to the Transferors at such Transferor's direction to one or more of the outstanding Series subject to the following conditions: (i) on or before the fifth Business Day immediately preceding such allocation, the Servicer shall have given the Indenture Trustee and each Rating Agency notice of such allocation; (ii) the Rating Agency Condition shall have been satisfied with respect to such allocation; and (iii) the Servicer shall have delivered to the Indenture Trustee an Officer's Certificate, dated the date of such allocation, to the effect that the Servicer reasonably believes that such allocation will not have an Adverse Effect.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date date of Processingprocessing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Master Indenture or the Transfer and Servicing Agreement to the contrary, for so long as TRS if one or an Affiliate more of TRS remains the Servicer and following conditions is satisfied: (i) Nordstrom fsb remains the Servicer; Nordstrom guarantees the performance of the Servicer's obligations (unless the Rating Agencies shall consent to the deletion of such guarantee) and achieves and maintains a short-term credit commercial paper rating (which may be an implied rating) of not less than A-1 by Standard and & Poor's and P-1 's, not less than Prime-1 by Moody's and, if rated by Fitch, not less than F-1 by Fitch, and Nordstrom fsb remains a wholly owned subsidiary (directly or such other rating below A-1 or P-1indirectly) of Nordstrom, as Inc. and in the case may beevent that there is any material change in the financing relationship between Nordstrom fsb and Nordstrom, which is satisfactory to such Rating Agency)Inc., (iiA) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to Nordstrom fsb shall have notified each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency), or (iiiB) the Rating Agency Condition will shall be satisfied despite with respect to such material change, or (ii) any other arrangements are made such that the Servicer's inability to satisfy the rating requirement specified in clause (i) Rating Agency Condition is satisfied with respect thereto, and for five two Business Days following any reduction of any such rating or failure to satisfy the conditions specified change in clause (ii) or (iii)ownership, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the Transfer Date immediately preceding the Distribution Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.048.05, but notwithstanding anything else in this Master Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to cause the Transferors, (x) will distribute Indenture Trustee to withdraw the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute pay such excess amounts pursuant to the Transferorsterms of the Transaction Documents. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. To the extent that, in accordance with this subsection, the Servicer has retained amounts which would otherwise be required to be deposited into the Collection Account or any Series Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the Collection Account or such Series Account on the related Transfer Date to the extent necessary to make required distributions on the related Distribution Date, including any amounts which are required to be applied as Reallocated Principal Collections, and pay any amounts remaining after making such deposit pursuant to the terms of the Transaction Documents. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis holders of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series Transferor Certificates in accordance with this Article and Series Allocable Defaulted Amount of such Series each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest Holders of the Notes and the Transferors' Interestholders of the Transferor Certificates, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements. In-store payments made with respect to Finance Charge Receivables and Principal Receivables shall be treated as Collections and be deemed to be received by the Servicer on the day such payment was made by the cardholder.

Collections and Allocations. (a) The Servicer will apply or will instruct (or, if the Trustee authority of the Servicer has been revoked pursuant to apply all Section 10.01 hereof, or, if a Successor Servicer has been appointed, the Successor Servicer) shall receive from time to time funds on from the Transferor in respect of Receivables. Upon receipt of any funds in respect of Receivables, unless otherwise specified herein, the Servicer shall deposit such amounts in the Collection Account as described in this Article IV Account, which amounts shall be applied by the Indenture Trustee pursuant to the Indenture and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to In the express terms event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account and in no such event shall the Servicer deposit any SupplementCollections thereafter into any account established, but notwithstanding anything else in this Agreement to held or maintained with the contrary, for so Servicer. For as long as TRS or an Affiliate of TRS WBNA remains the Servicer hereunder and (i) maintains no Servicer Rating Event shall have occurred and be continuing or (ii) WBNA obtains a guarantee or letter of credit covering risk of collection with respect to its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating (which may be an implied rating) of not less than A-1 by at least “A-1” from Standard and & Poor's and P-1 by Moody's ’s or “P-1” from Xxxxx’x or “F1” from Fitch (or such other rating below A-1 “A-1” or “P-1,” or to the extent rated by Fitch, “F1,” as the case may be, which is satisfactory acceptable to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Note Rating Agency), or (iii) the Note Rating Agency Condition will be have been satisfied despite the Servicer's ’s inability to satisfy the rating requirement specified in clause (i) and or (ii) above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (iii) or (iii)ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. Subject To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, be deposited into a Collection Account or any Supplemental Bank Account with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only shall be required to deposit Collections into such amounts in the applicable Collection Account up or such applicable Supplemental Bank Account on the related Note Transfer Date to the aggregate amount of Collections extent necessary to make required to be deposited into any Series Account or, without duplication, distributed distributions on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the Transferors. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection AccountPayment Date. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will pursuant to the terms of the Transfer and Servicing Agreement (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 of the Transfer and Servicing Agreement, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall instruct the Trustee Collateral Agent to apply all funds on deposit in the Collection Account as described in this Article IV III and in each Supplementany Indenture Supplement for any Series. Except as otherwise provided in subsections 3.1(b) and 3.1(c) below, the Servicer pursuant to the terms of Transfer and Servicing Agreement shall deposit Collections with respect to the Asset Pool One Receivables into the Collection Account for Asset Pool One as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Processing and shall deposit Collections received with respect to the Asset Pool One Collateral Certificates with respect to any Monthly Period into the Collection Account for Asset Pool One no later than the First Note Transfer Date in the next succeeding Monthly Period. (b) Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Asset Pool One Supplement, the Indenture or the Transfer and Servicing Agreement to the contrary, for so as long as TRS or an Affiliate of TRS Chase USA remains the Servicer under the Transfer and Servicing Agreement and (i) maintains no Servicer Rating Event shall have occurred and be continuing or (ii) Chase USA obtains a guarantee or letter of credit covering risk of collection with respect to its deposit and payment obligations under the Transfer and Servicing Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating (which may be an implied rating) of not less than A-1 by at least “A-1” from Standard and & Poor's and P-1 by Moody's ’s or “P-1” from Xxxxx’x or “F1” from Fitch (or such other rating below A-1 “A-1” or “P-1” or, to the extent rated by Fitch, “F1,” as the case may be, which is satisfactory acceptable to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Note Rating Agency), or (iii) the Note Rating Agency Condition will be have been satisfied despite the Servicer's ’s inability to satisfy the rating requirement specified in clause (i) and or (ii) above, or (iv) for five 5 Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (iii) or (iii)ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Asset Pool One Notes to receive payments on the related Payment Date had the conditions of this sentence not applied, into the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. Subject To the extent that, in accordance with this subsection 3.1(b), the Servicer has retained amounts which would otherwise be required to be deposited into the Collection Account or any Supplemental Bank Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the Collection Account or such Supplemental Bank Account on the applicable Note Transfer Date to the first proviso extent necessary to make required distributions on the related Payment Date. Notwithstanding anything in Section 4.04this Asset Pool One Supplement to the contrary, unless otherwise specified in the Indenture or any Indenture Supplement, the Servicer need not deposit any amount allocated to be paid to any Transferor pursuant to the Indenture, this Asset Pool One Supplement or any applicable Indenture Supplement into the Collection Account or any Supplemental Bank Account, but notwithstanding shall pay such amounts as collected to the applicable Transferor. (c) Notwithstanding anything else in this Asset Pool One Supplement, the Indenture, the Indenture Supplement thereto or the Transfer and Servicing Agreement to the contrary, with respect to any Monthly Period, whether Period for which the Servicer is required to make daily deposits of Collections pursuant to into the first Collection Account or the second preceding sentence, into any Supplemental Bank Account provided for in any Indenture Supplement for any Series: (i) the Servicer will only be required to deposit Collections (other than Recoveries, which will be deposited in accordance with subsection 3.11(a), and the Interchange Amount, which will be deposited in accordance with subsection 3.11(b)) into the Collection Account up or such Supplemental Bank Account no later than the second Business Day following the Date of Processing in an amount equal to the aggregate lesser of: (A) the amount of Collections required to be deposited into the Collection Account or such Supplemental Bank Account on such Business Day pursuant to the terms of the Indenture, this Asset Pool One Supplement or any Series Account orIndenture Supplement for any Series, without duplication, and (B) the amount required to be distributed on or prior to the related Distribution Note Transfer Date to Investor Certificateholders or the extent necessary to make required distributions on the related Payment Date of: (1) interest and principal due to Holders of the Asset Pool One Notes (other than Asset Pool One Notes held by the Transferor for so long as the Transferor is the Servicer) provided for in any Indenture Supplement for any Series, (2) the product of (x) the sum of the floating allocation percentages for each Series of Asset Pool One Notes and (y) the Asset Pool One Servicing Fees due to the Servicer, but only if the Transferor is not also the Servicer, (3) the product of (x) the sum of the floating allocation percentages for each Series of Asset Pool One Notes and (y) the Asset Pool One Default Amount, (4) targeted deposits to any reserve account designated and established pursuant to the Indenture Supplement for any Series, (5) amounts owed to applicable Derivative Counterparties, Supplemental Credit Enhancement Providers and Supplemental Liquidity Providers; and (6) any other amounts identified in any Indenture Supplement for any Series Enhancer to be paid to Holders of Asset Pool One Notes other than the Transferor, deposited in reserve accounts or other enhancement accounts or paid to third parties from Collections, and any such Collections not required to be deposited in the Collection Account shall be deposited in the Excess Funding Account to the extent required pursuant to the terms of any the Indenture, the Asset Pool One Supplement or Enhancement Agreement any Indenture Supplement for any Series, and any remaining Collections shall be paid to the Transferor; and (ii) (A) if at any time prior to such Distribution the related Note Transfer Date the amount of Collections deposited or to be deposited in the Collection Account with respect to the related Monthly Period exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will Servicer shall withdraw such excess from the Collection Account and distribute such excess immediately pay it to the Transferors. Subject to the immediately preceding sentenceTransferor, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.and

Collections and Allocations. (a) The Servicer will apply or will pursuant to the terms of the Transfer and Servicing Agreement (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 of the Transfer and Servicing Agreement, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall instruct the Trustee Collateral Agent to apply all funds on deposit in the Collection Account as described in this Article IV III (or, with respect to amounts deposited therein pursuant to Section 2.2, in accordance with the provisions of Section 2.2) and in each Supplementany Indenture Supplement for any Series. Except as otherwise provided below, the Servicer pursuant to the terms of Transfer and Servicing Agreement shall deposit Collections with respect to the Asset Pool One Receivables into the Collection Account for Asset Pool One as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing and shall deposit Collections received with respect to the Asset Pool One Collateral Certificates with respect to any Monthly Period into the Collection Account for Asset Pool One no later than the First Note Transfer Date in the next succeeding Monthly Period. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Asset Pool One Supplement, the Indenture or the Transfer and Servicing Agreement to the contrary, for so as long as TRS or an Affiliate of TRS First USA remains the Servicer under the Transfer and Servicing Agreement and (i) maintains no Servicer Rating Event shall have occurred and be continuing or (ii) First USA obtains a guarantee or letter of credit covering risk of collection with respect to its deposit and payment obligations under the Transfer and Servicing Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating (which may be an implied rating) of not less than A-1 by at least"A-1" from Standard and & Poor's and P-1 by or "P-1" from Moody's or "F1" from Fitch (or such other rating below A-1 "A-1" or "P-1," or to the extent rated by Fitch, "F1," as the case may be, which is satisfactory acceptable to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Note Rating Agency), or (iii) the Note Rating Agency Condition will be have been satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and or (ii) above, or (iv) for five 5 Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (iii) or (iii)ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Asset Pool One Notes to receive payments on the related Payment Date had the conditions of this sentence not applied, in the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. Subject To the extent that, in accordance with this Section 3.1, the Servicer has retained amounts which would otherwise be required to be deposited into the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, Collection Account or any Supplemental Bank Account with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only shall be required to deposit Collections such amounts in the Collection Account or such Supplemental Bank Account on the applicable Note Transfer Date to the extent necessary to make required distributions on the related Payment Date. Notwithstanding anything in this Asset Pool One Supplement to the contrary, unless otherwise specified in the Indenture or any Indenture Supplement, the Servicer need not deposit any amount allocated to be paid to any Transferor pursuant to the Indenture, this Asset Pool One Supplement or any applicable Indenture Supplement into the Collection Account up or any Supplemental Bank Account, but shall pay such amounts as collected to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the Transferors. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Accountapplicable Transferor. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall receive from time to time funds from the Transferor in respect of Receivables and from each applicable Master Trust with respect to the Collateral Certificates pledged to the Trust. Upon receipt of any funds in respect of a Collateral Certificate or will instruct Receivables, unless otherwise specified herein, the Trustee to apply all funds on Servicer shall deposit such amounts in the Collection Account as described in this Article IV and in each Account, which amounts shall be applied by the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Asset Pool One Supplement. Except as otherwise provided belowbelow in paragraphs (b) and (c), the Servicer shall deposit Collections with respect to Receivables into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing and shall deposit Collections received with respect to Collateral Certificates with respect to any Monthly Period into the Collection Account no later than the First Note Transfer Date in the next succeeding Monthly Period. Subject to In the express terms event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account and in no such event shall the Servicer deposit any SupplementCollections thereafter into any account established, but notwithstanding anything else in this Agreement to held or maintained with the contrary, for so Servicer. (b) For as long as TRS or an Affiliate of TRS Chase USA remains the Servicer hereunder and (i) maintains no Servicer Rating Event shall have occurred and be continuing or (ii) Chase USA obtains a guarantee or letter of credit covering risk of collection with respect to its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating (which may be an implied rating) of not less than A-1 by at least “A-1” from Standard and & Poor's and P-1 by ’s or “P-1” from Moody's ’s or “F1” from Fitch (or such other rating below A-1 “A-1” or “P-1” or, to the extent rated by Fitch, “F1,” as the case may be, which is satisfactory acceptable to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Note Rating Agency), or (iii) the Note Rating Agency Condition will be have been satisfied despite the Servicer's ’s inability to satisfy the rating requirement specified in clause (i) and or (ii) above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (iii) or (iii)ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, into the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. Subject To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to be deposited into a Collection Account or any Supplemental Bank Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the applicable Collection Account or such Supplemental Bank Account on the related Note Transfer Date to the first proviso in Section 4.04, but notwithstanding extent necessary to make required distributions on the related Payment Date. (c) Notwithstanding anything else in this Agreement to the contrary, unless otherwise specified in the Indenture, the Asset Pool One Supplement or any applicable Indenture Supplement, with respect to any Monthly Period, whether Period for which the Servicer is required to make daily deposits of Collections pursuant to into the first Collection Account or the second preceding sentence, into any Supplemental Bank Account provided for in any Indenture Supplement for any Series: (i) the Servicer will only be required to deposit Collections (other than Recoveries, which will be deposited in accordance with subsection 3.07(a), and the Interchange Amount, which will be deposited in accordance with subsection 3.07(b)) into the Collection Account up or any Supplemental Bank Account no later than the second Business Day following the Date of Processing in an amount equal to the aggregate lesser of: (1) the amount of Collections required to be deposited into the Collection Account or such Supplemental Bank Account on such Business Day pursuant to the terms of the Indenture or any Series Account orIndenture Supplement for any Series, without duplication, and (2) the amount required to be distributed on or prior to the related Distribution Note Transfer Date to Investor Certificateholders the extent necessary to make required distributions on the related Payment Date of: (A) interest and principal due to Holders of the Notes (including Notes held by the Transferor, unless the Transferor is also the Servicer or an Affiliate of the Servicer) provided for in any Indenture Supplement for any Series, (B) the Trust Servicing Fee allocable to the Notes (excluding the amount allocable to the Transferor Interest), but only if the Transferor is not also the Servicer or an Affiliate of the Servicer, (C) the Default Amount (excluding the amount allocable to the Transferor Interest), (D) targeted deposits to any reserve account designated and established pursuant to the Indenture Supplement for any Series, (E) amounts owed under any Supplemental Credit Enhancement or Derivative Agreement, and (F) any other amounts identified in any Indenture Supplement for any Series Enhancer to be paid to Holders of the Notes other than the Transferor, deposited in reserve accounts or other enhancement accounts or paid to third parties from Collections, and any Collections not required to be deposited in the Collection Account shall be deposited in the Excess Funding Account to the extent required pursuant to the terms of the Indenture or any Indenture Supplement or Enhancement Agreement for any Series, and any remaining Collections shall be paid to the Transferor; and (ii1) if at any time prior to such Distribution the related Note Transfer Date the amount of Collections deposited or to be deposited in the any Collection Account with respect to the related Monthly Period exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will Servicer shall withdraw such excess from the such Collection Account and distribute such excess immediately pay it to the Transferors. Subject Transferor, and (2) if at any time prior to the immediately preceding sentencerelated Note Transfer Date the amount of Collections deposited in any Collection Account with respect to the related Monthly Period is less than the amount required to be deposited pursuant to clause (i) above, the Transferor shall pay to the Servicer, and the Servicer shall deposit into such Collection Account, the amount of the shortfall, but only to the extent of Collections previously paid to the Transferor with respect to such Monthly Period pursuant to this paragraph. (iii) For the avoidance of doubt, to the extent that the exact amount of the required deposits or distributions pursuant to clauses (i)(1) and (i)(2) above are unknown, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated allowed to each Series on the basis make a good faith estimate of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and respective amounts so allocated to any Series will not, except as specified in the related Supplement, be available thereof subject to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be adjustment provisions set forth in the related Supplement or Supplementsclauses (ii)(1) and (ii)(2) above.

Collections and Allocations. (a) The Servicer will apply (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall receive from time to time funds from the Transferor in respect of Receivables and from each applicable Master Trust with respect to the Collateral Certificates pledged to the Trust. Upon receipt of any funds in respect of a Collateral Certificate or will instruct Receivables, unless otherwise specified herein, the Trustee to apply all funds on Servicer shall deposit such amounts in the Collection Account as described in this Article IV and in each Account, which amounts shall be applied by the Collateral Agent, on behalf of the Indenture Trustee, pursuant to the Asset Pool One Supplement. Except as otherwise provided belowbelow in paragraphs (b) and (c), the Servicer shall deposit Collections with respect to Receivables into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing and shall deposit Collections received with respect to Collateral Certificates with respect to any Monthly Period into the Collection Account no later than the First Note Transfer Date in the next succeeding Monthly Period. Subject to In the express terms event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account and in no such event shall the Servicer deposit any SupplementCollections thereafter into any account established, but notwithstanding anything else in this Agreement to held or maintained with the contrary, for so Servicer. (b) For as long as TRS or an Affiliate of TRS JPMCB remains the Servicer hereunder and (i) maintains no Servicer Rating Event shall have occurred and be continuing or (ii) JPMCB obtains a guarantee or letter of credit covering risk of collection with respect to its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term credit rating (which may be an implied rating) of not less than A-1 by Standard at least “F1” from Fitch, “P-1” from Xxxxx’x and Poor's and P-1 by Moody's “A-1” from S&P (or such other rating below A-1 “F1”, “P-1” or P-1, “A-1,” as the case may be, which is satisfactory acceptable to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Note Rating Agency), or (iii) the Note Rating Agency Condition will be have been satisfied despite the Servicer's ’s inability to satisfy the rating requirement specified in clause (i) and or (ii) above, or (iv) for five (5) Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (iii) or (iii)ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, into the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. Subject To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to be deposited into a Collection Account or any Supplemental Bank Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the applicable Collection Account or such Supplemental Bank Account on the related Note Transfer Date to the first proviso in Section 4.04, but notwithstanding extent necessary to make required distributions on the related Payment Date. (c) Notwithstanding anything else in this Agreement to the contrary, unless otherwise specified in the Indenture, the Asset Pool One Supplement or any applicable Indenture Supplement, with respect to any Monthly Period, whether Period for which the Servicer is required to make daily deposits of Collections pursuant to into the first Collection Account or the second preceding sentence, into any Supplemental Bank Account provided for in any Indenture Supplement for any Series: (i) the Servicer will only be required to deposit Collections (other than Recoveries, which will be deposited in accordance with subsection 3.07(a), and the Interchange Amount, which will be deposited in accordance with subsection 3.07(b)) into the Collection Account up or any Supplemental Bank Account no later than the second Business Day following the Date of Processing in an amount equal to the aggregate lesser of: (1) the amount of Collections required to be deposited into the Collection Account or such Supplemental Bank Account on such Business Day pursuant to the terms of the Indenture or any Series Account orIndenture Supplement for any Series, without duplication, and (2) the amount required to be distributed on or prior to the related Distribution Note Transfer Date to Investor Certificateholders the extent necessary to make required distributions on the related Payment Date of: (A) interest and principal due to Holders of the Notes (including Notes held by the Transferor, unless the Transferor is also the Servicer or an Affiliate of the Servicer) provided for in any Indenture Supplement for any Series, (B) the Trust Servicing Fee allocable to the Notes (excluding the amount allocable to the Transferor Interest), but only if the Transferor is not also the Servicer or an Affiliate of the Servicer, (C) the Default Amount (excluding the amount allocable to the Transferor Interest), (D) targeted deposits to any reserve account designated and established pursuant to the Indenture Supplement for any Series, (E) amounts owed under any Supplemental Credit Enhancement or Derivative Agreement, and (F) any other amounts identified in any Indenture Supplement for any Series Enhancer to be paid to Holders of the Notes other than the Transferor, deposited in reserve accounts or other enhancement accounts or paid to third parties from Collections, and any Collections not required to be deposited in the Collection Account shall be deposited in the Excess Funding Account to the extent required pursuant to the terms of the Indenture or any Indenture Supplement or Enhancement Agreement for any Series, and any remaining Collections shall be paid to the Transferor; and (ii1) if at any time prior to such Distribution the related Note Transfer Date the amount of Collections deposited or to be deposited in the any Collection Account with respect to the related Monthly Period exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will Servicer shall withdraw such excess from the such Collection Account and distribute such excess immediately pay it to the Transferors. Subject Transferor, and (2) if at any time prior to the immediately preceding sentencerelated Note Transfer Date the amount of Collections deposited in any Collection Account with respect to the related Monthly Period is less than the amount required to be deposited pursuant to clause (i) above, the Transferor shall pay to the Servicer, and the Servicer shall deposit into such Collection Account, the amount of the shortfall, but only to the extent of Collections previously paid to the Transferor with respect to such Monthly Period pursuant to this paragraph. (iii) For the avoidance of doubt, to the extent that the exact amount of the required deposits or distributions pursuant to clauses (i)(1) and (i)(2) above are unknown, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated allowed to each Series on the basis make a good faith estimate of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and respective amounts so allocated to any Series will not, except as specified in the related Supplement, be available thereof subject to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be adjustment provisions set forth in the related Supplement or Supplementsclauses (ii)(1) and (ii)(2) above.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS or an Affiliate of TRS remains the Servicer and (i) maintains a short-term credit rating (which may be an implied rating) of not less than A-1 by Standard and Poor's ’s and P-1 by Moody's ’s (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's ’s deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's ’s and of A-1 by Standard & Poor's ’s (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency), or (iii) the Rating Agency Condition will be satisfied despite the Servicer's ’s inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, , (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the Transferors. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' ’ Interest and the Transferors' ’ Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will pursuant to the terms of the Transfer and Servicing Agreement (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 of the Transfer and Servicing Agreement, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall instruct the Trustee Collateral Agent to apply all funds on deposit in the Collection Account as described in this Article IV III and in each Supplementany Indenture Supplement for any Series. Except as otherwise provided in subsections 3.01(b) and 3.01(c) below, the Servicer pursuant to the terms of Transfer and Servicing Agreement shall deposit Collections with respect to the Asset Pool One Receivables into the Collection Account for Asset Pool One as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Processing and shall deposit Collections received with respect to the Asset Pool One Collateral Certificates with respect to any Monthly Period into the Collection Account for Asset Pool One no later than the First Note Transfer Date in the next succeeding Monthly Period. (b) Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Asset Pool One Supplement, the Indenture or the Transfer and Servicing Agreement to the contrary, for so as long as TRS or an Affiliate of TRS JPMCB remains the Servicer under the Transfer and Servicing Agreement and (i) maintains a short-term credit rating (which may no Servicer Rating Event shall have occurred and be an implied rating) of not less than A-1 by Standard and Poor's and P-1 by Moody's (continuing or such other rating below A-1 or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) JPMCB obtains a guarantee or letter of credit covering risk of collection with respect to the Servicer's its deposit and payment obligations hereunder pursuant to a guaranty under the Transfer and Servicing Agreement (in form and substance acceptable satisfactory to each Note Rating Agency provided the Agency) from a guarantor maintains having a short-term credit rating of P-1 by Moody's at least “F1” from Fitch, “P-1” from Xxxxx’x and of A-1 by Standard & Poor's “A-1” from S&P (or such other rating below P-1 or “F-1”, “P-1” and “A-1, as the case may be, ” which is satisfactory acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will be have been satisfied despite the Servicer's ’s inability to satisfy the rating requirement specified in clause (i) and or (ii) above, or (iv) for five (5) Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (iii) or (iii)ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Asset Pool One Notes to receive payments on the related Payment Date had the conditions of this sentence not applied, into the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. Subject To the extent that, in accordance with this subsection 3.01(b), the Servicer has retained amounts which would otherwise be required to be deposited into the Collection Account or any Supplemental Bank Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the Collection Account or such Supplemental Bank Account on the applicable Note Transfer Date to the first proviso extent necessary to make required distributions on the related Payment Date. Notwithstanding anything in Section 4.04this Asset Pool One Supplement to the contrary, unless otherwise specified in the Indenture or any Indenture Supplement, the Servicer need not deposit any amount allocated to be paid to the Transferor pursuant to the Indenture, this Asset Pool One Supplement or any applicable Indenture Supplement into the Collection Account or any Supplemental Bank Account, but notwithstanding shall pay such amounts as collected to the Transferor. (c) Notwithstanding anything else in this Asset Pool One Supplement, the Indenture, the Indenture Supplement thereto or the Transfer and Servicing Agreement to the contrary, with respect to any Monthly Period, whether Period for which the Servicer is required to make daily deposits of Collections pursuant to into the first Collection Account or the second preceding sentence, into any Supplemental Bank Account provided for in any Indenture Supplement for any Series: (i) the Servicer will only be required to deposit Collections (other than Recoveries, which will be deposited in accordance with subsection 3.11(a), and the Interchange Amount, which will be deposited in accordance with subsection 3.11(b)) into the Collection Account up or such Supplemental Bank Account no later than the second Business Day following the Date of Processing in an amount equal to the aggregate lesser of: (1) the amount of Collections required to be deposited into the Collection Account or such Supplemental Bank Account on such Business Day pursuant to the terms of the Indenture, this Asset Pool One Supplement or any Series Account orIndenture Supplement for any Series, without duplication, and (2) the amount required to be distributed on or prior to the related Distribution Note Transfer Date to Investor Certificateholders the extent necessary to make required distributions on the related Payment Date of: (A) interest and principal due to Holders of the Asset Pool One Notes (including Asset Pool One Notes held by the Transferor, unless the Transferor is also the Servicer or an Affiliate of the Servicer) provided for in any Indenture Supplement for any Series, (B) the product of (x) the sum of the floating allocation percentages for each Series of Asset Pool One Notes and (y) the Asset Pool One Servicing Fees due to the Servicer, but only if the Transferor is not also the Servicer or an Affiliate of the Servicer, (C) the product of (x) the sum of the floating allocation percentages for each Series of Asset Pool One Notes and (y) the Asset Pool One Default Amount (excluding the amount allocable to the Transferor Interest), (D) targeted deposits to any reserve account designated and established pursuant to the Indenture Supplement for any Series, (E) amounts owed to applicable Derivative Counterparties, Supplemental Credit Enhancement Providers and Supplemental Liquidity Providers; and (F) any other amounts identified in any Indenture Supplement for any Series Enhancer to be paid to Holders of Asset Pool One Notes other than the Transferor, deposited in reserve accounts or other enhancement accounts or paid to third parties from Collections, and any such Collections not required to be deposited in the Collection Account shall be deposited in the Excess Funding Account to the extent required pursuant to the terms of any the Indenture, this Asset Pool One Supplement or Enhancement Agreement any Indenture Supplement for any Series, and any remaining Collections shall be paid to the Transferor; and (ii1) if at any time prior to such Distribution the related Note Transfer Date the amount of Collections deposited or to be deposited in the Collection Account with respect to the related Monthly Period exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will Servicer shall withdraw such excess from the Collection Account and distribute such excess immediately pay it to the Transferors. Subject Transferor, and (2) if at any time prior to the immediately preceding sentencerelated Note Transfer Date the amount of Collections deposited in the Collection Account with respect to the related Monthly Period is less than the amount required to be deposited pursuant to clause (i) above, the Transferor shall pay to the Servicer, and the Servicer shall deposit into the Collection Account, the amount of the shortfall, but only to the extent of Collections previously paid to the Transferor with respect to such Monthly Period pursuant to this paragraph. (iii) For the avoidance of doubt, to the extent that the exact amount of the required deposits or distributions pursuant to clauses (i)(A) and (i)(B) above are unknown, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated allowed to each Series on the basis make a good faith estimate of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and respective amounts so allocated to any Series will not, except as specified in the related Supplement, be available thereof subject to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be adjustment provisions set forth in the related Supplement or Supplementsclauses (ii)(A) and (ii)(B) above.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS the following conditions are satisfied: (A) (i) CCIA or an Affiliate of TRS CCIS remains the Servicer and (i) maintains or the Servicer has a short-term credit debt rating (which may be an implied rating) of not less than A-1 by Standard and & Poor's ’s and P-1 by Moody's (or such other rating below A-1 or P-1’s, as the case may be, which is satisfactory to such Rating Agency), and (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating no Early Redemption Event or Event of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency), Default shall have occurred or (iiiB) other arrangements are made such that the Rating Agency Condition will be is satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii)with respect thereto, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M.4:00 p.m., New York City London time, on the Transfer Date following the Monthly Period with respect to for which such deposit relatesCollections were processed. Subject to the first proviso in Section 4.044.02 and the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement Agreement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to withdraw the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess pay it to the TransferorsIssuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the immediately second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount Allocation Percentage of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between among the Certificateholders' Interest Noteholders or any O/C Holder and the Transferors' InterestSeries Enhancers, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements.

Collections and Allocations. (a) Collections. The Master Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided belowbelow or as expressly provided in any Supplement with respect to Collections allocated to the related Series, the Master Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS or an Affiliate of TRS AFC remains the Master Servicer and no Pay Out Event has occurred and (ix) maintains a shortlong-term credit rating (which may be an implied rating) of not less than A-1 BBB-or better by Standard and & Poor's and P-1 Baa3 by Moody's (or such other rating below A-1 BBB-or P-1Baa3, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains or, if a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1Series is not rated, as the case may be, which is satisfactory to such Rating Agencyeach Investor Certificateholder), or (iiiy) Advanta Corp. has provided to the Trustee a Performance Guaranty covering collection risk of the Master Servicer satisfying the Rating Agency Condition will be satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii)z) the Master Servicer delivers to the Trustee a letter of credit or other guaranty covering such collection risk and the Rating Agency Condition is satisfied, the Master Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account by ACH by the day before the Distribution Date or in immediately available funds by not later than 1:00 P.M.12:00 noon, New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the Transferors. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.to

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS as, and only so long as, the Transferor or an Affiliate of TRS remains thereof shall remain the Servicer hereunder, and (a) (i) maintains the Servicer provides to the Trustee a short-term letter of credit or other credit support that satisfies the Rating Agency Condition or (b) the Servicer or Wachovia Corporation shall have and maintain a certificate of deposit or commercial paper rating (which may be an implied rating) of not less than P-1 by Moody's and of not less than A-1 by Standard and Poor's and P-1 by Moody's (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency), or (iii) the Rating Agency Condition will be satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii)'s, the Servicer need not make the daily deposits of deposit Collections into the Collection Account or any Series Account, as provided in any Supplement, or make payments to the preceding sentenceHolder of the Transferor Security, on a daily basis as provided in Article IV, but may make a single deposit such deposits, payments and withdrawals on each Transfer Date in an amount equal to the Collection Account in immediately available funds not later than 1:00 P.M.net amount of such deposits, New York City time, payments and withdrawals which would have been made but for the provisions of this paragraph. If at any time the Servicer shall qualify to make deposits on the Transfer Date following as provided in this paragraph (or shall cease to be so qualified) the Monthly Period with respect Servicer shall deliver an Officer's Certificates to which the Trustee stating that the criteria set forth in (a) or (b) of this paragraph have been satisfied (or have ceased to be satisfied). The Trustee may rely on such deposit relatesOfficer's Certificate without investigation or inquiry). Subject to the first proviso in Section 4.044.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Securityholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to withdraw the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the TransferorsAccount. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Receivables and Principal Receivables and Defaulted Receivables Amounts will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders Securityholders of any other Series. Allocations of the foregoing amounts between the CertificateholdersSecurityholders' Interest and the Transferors' Transferor's Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as TRS either (i) the Bank remains the Servicer and the Bank or an Affiliate of TRS remains the Servicer and (i) Bank acceptable to the Rating Agencies maintains a short-term credit rating (which may be an implied rating) of not less than A-1 by Standard & Poor and P-1 by Moody's and a certificate of deposit rating of not less than A-1 by Standard & Poor's and P-1 by Moody's (and no Pay Out Event or such other rating below A-1 Reinvestment Event shall have occurred or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer's deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody's and of A-1 by Standard & Poor's (or such other rating below P-1 or A-1, as the case may be, Bank shall have otherwise made arrangements which is satisfactory to such Rating Agency), or (iii) satisfy the Rating Agency Condition will be satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii)Condition, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank shall commence making daily deposits of Collections into the Collection Account as provided above, within five Business Days of the date on which neither of such conditions shall have been satisfied. Subject to the first proviso in Section 4.044.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer, on a daily or monthly basis, as directed by Servicer will be permitted to withdraw the Transferors, (x) will distribute to the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the TransferorsAccount. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Receivables and Principal Receivables and Defaulted Receivables Amounts will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Transferor's Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will pursuant to the terms of this Agreement (or, if the authority of the Servicer has been revoked pursuant to Section 9.1, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV III and in each Supplementany Indenture Supplement for any Series of Notes. Except as otherwise provided below, the Servicer pursuant to the terms of this Agreement shall deposit Collections with respect to the Receivables into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the such Date of Processing, and shall deposit Collections received with respect to the Collateral Certificates with respect to any Monthly Period into the Collection Account no later than the First Note Transfer Date in the next succeeding Monthly Period. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement or the Indenture to the contrary, for so as long as TRS or an Affiliate of TRS remains the Servicer under this Agreement and (i) maintains a short-term credit rating (which may be an implied rating) of not less than A-1 “A-1” from Standard & Poor’s, “P-1” from Mxxxx’x and, if rated by Standard and Poor's and P-1 by Moody's Fitch, “F1” from Fitch (or such other rating below A-1 or “A-1,” “P-1” or, if rated by Fitch, “F1,” as the case may be, which is satisfactory to such Note Rating Agency), (ii) obtains a guarantee or letter of credit covering risk of collection with respect to the Servicer's its deposit and payment obligations hereunder pursuant to a guaranty under this Agreement (in form and substance acceptable satisfactory to each Note Rating Agency provided the Agency) from a guarantor maintains having a short-term credit rating (which may be an implied rating) of P-1 by Moody's and of A-1 by at least “A-1” from Standard & Poor's ’s, “P-1” from Mxxxx’x and, if rated by Fitch, “F1” from Fitch (or such other rating below P-1 or “A-1,” “P-1” or, if rated by Fitch, “F1,” as the case may be, which is satisfactory to such Note Rating Agency), or (iii) the Note Rating Agency Condition will be have been satisfied despite the Servicer's ’s inability to satisfy the rating requirement specified in clause (i) above; and for five 30 Business Days following any reduction of any such rating or failure to satisfy the conditions specified in clause (ii) or (iii)) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph. Rather, but the Servicer may make a single deposit in into the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.04, but notwithstanding Notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make daily or monthly deposits of Collections pursuant to the first or the second preceding sentenceCollection Account, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed paid in respect of Notes on or prior to the related Distribution Payment Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any the applicable Indenture Supplement or Enhancement Agreement and (ii) if at the Servicer need not deposit into the Collection Account any time prior to such Distribution Date the amount of Collections deposited allocated or to be deposited in allocated to the Collection Account exceeds holders of the amount required to be deposited Transferor Interest pursuant to clause (i) above, any Related Agreement and shall pay such amounts to the Servicer, holders of the Transferor Interest on a daily or monthly basis, as directed by the Transferors, (x) will distribute to holders of the Transferors any Collections not required to be so deposited as such Collections are collected or (y) will withdraw such excess from the Collection Account and distribute such excess to the TransferorsTransferor Interest. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it such Servicing Fee into the Collection Account. Collections shall not be required to be invested in Eligible Investments until such time as they are deposited into the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts between the Certificateholders' Interest and the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Supplement or Supplements.