Common use of Distribution of Proceeds of Sale Clause in Contracts

Distribution of Proceeds of Sale. Disposition or Liquidation ------------------------------------------------------------ of the Receivables Pursuant to Section 9.2 of the Agreement. (a) Not later ----------------------------------------------------------- than 12:00 noon, New York City time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.2(b) of the Agreement, the Trustee shall first (in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) deduct an amount equal to the Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage of Principal Collections and deposit such amount in the Principal Funding Account, provided that the amount of such -------- deposit shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage of Principal Collections and (y) 100% minus the Excess Seller's Percentage with respect to ----- the related Collection Period. The remainder of the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage of Principal Collections shall be allocated to the Seller's Interest and shall be released to the Seller on such Distribution Date.

Distribution of Proceeds of Sale. Disposition or Liquidation ------------------------------------------------------------ of the Receivables Pursuant pursuant to Section 9.2 9.01 of the Agreement. (a) Not later ----------------------------------------------------------- than 12:00 noon, New York City time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.2(bsubsection 9.01(b) of the Agreement, the Trustee shall first in accordance with the written direction of the Servicer (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the Class A Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to the Series [ [199_-_] Allocation Percentage of Allocable Principal Collections and deposit distribute such amount in to the Principal Funding AccountPaying Agent for payment to the Class A Certificateholders, provided that the amount of such -------- deposit distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to the Series [ [199_-_] Allocation Percentage of Allocable Principal Collections and (y) 100% minus the Excess Seller's Principal Allocation Percentage with respect to ----- the related Collection Monthly Period. The remainder of , (ii) deduct an amount equal to the Class B Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Series [199_-_] Allocable Principal Collections and distribute such amount to the Paying Agent for payment to the Class B Certificateholders, provided that the amount of such distribution shall not exceed (x) the product of (A) the portion of such Insolvency Proceeds allocated to Series [ [199_-_] Allocable Principal Collections and (B) the Principal Allocation Percentage with respect to the related Monthly Period minus (y) the amount distributed to the Paying Agent pursuant to clause (i) of this sentence and (iii) deduct an amount equal to the Collateral Invested Amount, if any, on such Distribution Date from the portion of the Insolvency Proceeds allocated to Series [199_-_] Allocable Principal Collections and distribute such amount to the Collateral Interest Holder for application in accordance with the Loan Agreement, provided that the amount of such distribution shall not exceed (x) the product of (1) the portion of the Insolvency Proceeds allocated to Series [199_-_] Allocable Principal Collections and (2) the Principal Allocation Percentage with respect to such Monthly Period minus (y) the amounts distributed to the Paying Agent pursuant to clauses (i) and (ii) of this sentence. To the extent that the product of (A) the portion of the Insolvency Proceeds allocated to Series [199_-_] Allocable Principal Collections and (B) the Principal Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amounts distributed to the Paying Agent pursuant to the preceding sentence, the excess shall be allocated to the SellerTransferor's Interest and shall be released to the Seller Holders of the Transferor Certificates on such Distribution Date.

Distribution of Proceeds of Sale. Disposition or Liquidation ------------------------------------------------------------ of the Receivables Pursuant pursuant to Section 9.2 9.01 of the Agreement. (a) Not later ----------------------------------------------------------- than 12:00 noon, New York City time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.2(b) of the Agreement, the Trustee shall first (in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) deduct an amount equal to the Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage of Allocable Principal Collections and deposit distribute such amount in to the Principal Funding AccountPaying Agent for payment to the Class A Certificateholders, provided that the amount of such -------- deposit distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage of 2001-2 Allocable Principal Collections and (y) 100% minus the Excess Seller's Principal Allocation Percentage with respect to ----- the related Collection Monthly Period. The remainder of , (ii) deduct an amount equal to the Class B Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Series 2001-2 Allocable Principal Collections and distribute such amount to the Paying Agent for payment to the Class B Certificateholders, provided that the amount of such distribution shall not exceed (x) the product of (A) the portion of such Insolvency Proceeds allocated to Series [ ] 2001-2 Allocable Principal Collections and (B) the Principal Allocation Percentage with respect to the related Monthly Period minus (y) the amount distributed to the Paying Agent pursuant to clause (i) of this sentence and (iii) deduct an amount equal to the Collateral Invested Amount, if any, on such Distribution Date from the portion of the Insolvency Proceeds allocated to Series 2001-2 Allocable Principal Collections and distribute such amount to the Collateral Interest Holder for application in accordance with the Loan Agreement, provided that the amount of such distribution shall not exceed (x) the product of (1) the portion of the Insolvency Proceeds allocated to Series 2001-2 Allocable Principal Collections and (2) the Principal Allocation Percentage with respect to such Monthly Period minus (y) the amounts distributed to the Paying Agent pursuant to clauses (i) and (ii) of this sentence. To the extent that the product of (A) the portion of the Insolvency Proceeds allocated to Series 2001-2 Allocable Principal Collections and (B) the Principal Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amounts distributed to the Paying Agent pursuant to the preceding sentence, the excess shall be allocated to the SellerTransferor's Interest and shall be released to the Seller Holders of the Transferor Certificates on such Distribution Date.

Distribution of Proceeds of Sale. Disposition or ------------------------------------------------ Liquidation ------------------------------------------------------------ of the Receivables Pursuant to Section 9.2 9.02 of the Agreement. (a) ------------------------------------------------------------------------ Not later ----------------------------------------------------------- than 12:00 noon, New York City time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.2(b9.02(b) of the Agreement, the Trustee shall first (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the Class A Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage Collections of Principal Collections Receivables and deposit distribute such amount in to the Principal Funding AccountPaying Agent for payment to the Class A Certificateholders, provided that the amount of such distribution -------- deposit shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage Collections of Principal Collections Receivables and (y) 100% minus the Excess Seller's Principal Allocation Percentage with respect to ----- the related Collection Monthly Period. The remainder , (ii) deduct an amount equal to the Class B Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and distribute such amount to the Paying Agent for payment to the Class B Certificateholders, provided that the amount of such distribution shall -------- not exceed (x) the product of the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and the Series [ ] Principal Allocation Percentage with respect to such Monthly Period minus (y) the amount distributed to the ----- Paying Agent pursuant to clause (a)(i) of this sentence, (iii) deduct an amount equal to the Collateral Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and distribute such amount to the Collateral Interest Holder for application in accordance with the Transfer and Administration Agreement, provided that the amount of such distribution shall not exceed (x) the product -------- of the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and the Principal Allocation Percentage with respect to such Monthly Period minus (y) the amount distributed to the Paying Agent pursuant to clauses ----- (a)(i) and (a)(ii) of this sentence and (iv) deduct an amount equal to the Class D Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and distribute such amount to the Class D Holder for application in accordance with the Transfer and Administration Agreement, provided that the amount of such distribution shall -------- not exceed (x) the product of the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and the Principal Allocation Percentage with respect to such Monthly Period minus (y) the amount distributed to the Paying Agent pursuant to clauses ----- (a)(i), (a)(ii) and (a)(iii) of this sentence. To the extent that the product of (A) the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and (B) the Principal Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amounts distributed to the Paying Agent, the Collateral Interest Holder and the Class D Holder pursuant to the preceding sentence, the excess shall be allocated to the Seller's Interest and shall be released to the Seller on such Distribution Date. distributed to the Paying Agent pursuant to clause (b)(i) of this sentence. To the extent that the product of (A) the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables and (B) the Floating Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amount distributed to the Paying Agent pursuant to the preceding sentence, the excess shall be released to the Collateral Interest Holder for application in accordance with the Transfer and Administration Agreement.

Distribution of Proceeds of Sale. Disposition or Liquidation ------------------------------------------------------------ of the Receivables Pursuant pursuant to Section 9.2 9.1 of the Agreement. (a1) Not later ----------------------------------------------------------- than 12:00 noon, New York City time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.2(bsubsection 9.1(b) of the Agreement, the Trustee shall first in accordance with the written direction of the Servicer (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the Class A Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage of 1998-2 Allocable Principal Collections and deposit distribute such amount in to the Principal Funding AccountPaying Agent for payment to the Class A Securityholders, provided that the amount of such -------- deposit distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage of 1998-2 Allocable Principal Collections and (y) 100% minus the Excess Seller's Principal Allocation Percentage with respect to ----- the related Collection Monthly Period. The remainder of , (ii) deduct an amount equal to the Class B Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Principal Collections and distribute such amount to the Paying Agent for payment to the Class B Securityholders, provided that the amount of such distribution shall not exceed (x) the product of (A) the portion of such Insolvency Proceeds allocated to Series [ ] 1998-2 Allocable Principal Collections and (B) the Principal Allocation Percentage with respect to the related Monthly Period minus (y) the amount distributed to the Paying Agent pursuant to clause (i) of this sentence and (iii) deduct an amount equal to the Collateral Invested Amount, if any, on such Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Principal Collections and distribute such amount to the Collateral Interest Holder for application in accordance with the Loan Agreement, provided that the amount of such distribution shall not exceed (x) the product of (1) the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Principal Collections and (2) the Principal Allocation Percentage with respect to such Monthly Period minus (y) the amounts distributed to the Paying Agent pursuant to clauses (i) and (ii) of this sentence. To the extent that the product of (A) the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Principal Collections and (B) the Principal Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amounts distributed to the Paying Agent pursuant to the preceding sentence, the excess shall be allocated to the SellerTransferor's Interest and shall be released to the Seller Holder of the Transferor Security on such Distribution Date. (2) Not later than 12:00 noon, New York City time, on such Distribution Date, the Trustee shall in accordance with the written direction of the Servicer (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the sum of (w) Class A Monthly Interest for such Distribution Date, (x) any Class A Monthly Interest previously due but not distributed to the Class A Securityholders on a prior Distribution Date and (y) the amount of Class A Additional Interest, if any, for such Distribution Date and any Class A Additional Interest previously due but not distributed to the Class A Securityholders on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables and distribute such amount to the Paying Agent for payment to the Class A Securityholders, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Finance Charge Collections, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Class A Floating Percentage with respect to such Monthly Period; (ii) deduct an amount equal to the sum of (w) Class B Monthly Interest for such Distribution Date, (x) any Class B Monthly Interest previously due but not distributed to the Class B Securityholders on a prior Distribution Date and (y) the amount of Class B Additional Interest, if any, for such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Securityholders on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Finance Charge Collections and distribute such amount to the Paying Agent for payment to the Class B Securityholders, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Finance Charge Collections, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Class B Floating Percentage with respect to such Monthly Period; (iii) deduct an amount equal to the sum of (w) Collateral Monthly Interest for such Distribution Date, (x) any Collateral Monthly Interest previously due but not distributed to the Collateral Interest Holder on a prior Distribution Date and (y) the amount of Collateral Additional Interest, if any, for such Distribution Date and any Collateral Additional Interest previously due but not distributed to the Collateral Interest Holder on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Finance Charge Collections and distribute such amount to the Collateral Interest Holder in accordance with the Loan Agreement, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Finance Charge Collections, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Collateral Floating Percentage with respect to such Monthly Period; (iv) deduct an amount equal to the sum of (w) Class D Monthly Interest for such Distribution Date, (x) Class D Monthly Interest previously due but not distributed to the Class D Securityholders on a prior Distribution Date and (y) the amount of Class D Additional Interest, if any, for such Distribution Date and any Class D Additional Interest previously due but not distributed to the Class D Securityholders on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Finance Charge Collections and distribute such amount to the Paying Agent for payment to the Class D Securityholders, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series 1998-2 Allocable Finance Charge Collections, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Class D Floating Percentage with respect to such Monthly Period; and (v) distribute any remaining insolvency proceeds to the Transferor. (3) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts distributed to the Paying Agent pursuant to this Section for payment to the Series 1998-2 Securityholders shall be distributed in full to the Series 1998-2 Securityholders on the date on which funds are distributed to the Paying Agent pursuant to this Section and shall be deemed to be a final distribution pursuant to Section 12.2 of the Agreement.

Distribution of Proceeds of Sale. Disposition or Liquidation ------------------------------------------------------------ of the Receivables Pursuant pursuant to Section 9.2 9.1 of the Agreement. (a1) Not later ----------------------------------------------------------- than 12:00 noon, New York City time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.2(bsubsection 9.1(b) of the Agreement, the Trustee shall first in accordance with the written direction of the Servicer (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the Class A Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage of 1998-3 Allocable Principal Collections and deposit distribute such amount in to the Principal Funding AccountPaying Agent for payment to the Class A Securityholders, provided that the amount of such -------- deposit distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to the Series [ ] Allocation Percentage of 1998-3 Allocable Principal Collections and (y) 100% minus the Excess Seller's Principal Allocation Percentage with respect to ----- the related Collection Monthly Period. The remainder of , (ii) deduct an amount equal to the Class B Invested Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Principal Collections and distribute such amount to the Paying Agent for payment to the Class B Securityholders, provided that the amount of such distribution shall not exceed (x) the product of (A) the portion of such Insolvency Proceeds allocated to Series [ ] 1998-3 Allocable Principal Collections and (B) the Principal Allocation Percentage with respect to the related Monthly Period minus (y) the amount distributed to the Paying Agent pursuant to clause (i) of this sentence and (iii) deduct an amount equal to the Collateral Invested Amount, if any, on such Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Principal Collections and distribute such amount to the Collateral Interest Holder for application in accordance with the Loan Agreement, provided that the amount of such distribution shall not exceed (x) the product of (1) the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Principal Collections and (2) the Principal Allocation Percentage with respect to such Monthly Period minus (y) the amounts distributed to the Paying Agent pursuant to clauses (i) and (ii) of this sentence. To the extent that the product of (A) the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Principal Collections and (B) the Principal Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amounts distributed to the Paying Agent pursuant to the preceding sentence, the excess shall be allocated to the SellerTransferor's Interest and shall be released to the Seller Holder of the Transferor Security on such Distribution Date. (2) Not later than 12:00 noon, New York City time, on such Distribution Date, the Trustee shall in accordance with the written direction of the Servicer (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the sum of (w) Class A Monthly Interest for such Distribution Date, (x) any Class A Monthly Interest previously due but not distributed to the Class A Securityholders on a prior Distribution Date and (y) the amount of Class A Additional Interest, if any, for such Distribution Date and any Class A Additional Interest previously due but not distributed to the Class A Securityholders on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables and distribute such amount to the Paying Agent for payment to the Class A Securityholders, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Finance Charge Collections, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Class A Floating Percentage with respect to such Monthly Period; (ii) deduct an amount equal to the sum of (w) Class B Monthly Interest for such Distribution Date, (x) any Class B Monthly Interest previously due but not distributed to the Class B Securityholders on a prior Distribution Date and (y) the amount of Class B Additional Interest, if any, for such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Securityholders on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Finance Charge Collections and distribute such amount to the Paying Agent for payment to the Class B Securityholders, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Finance Charge Collections, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Class B Floating Percentage with respect to such Monthly Period; (iii) deduct an amount equal to the sum of (w) Collateral Monthly Interest for such Distribution Date, (x) any Collateral Monthly Interest previously due but not distributed to the Collateral Interest Holder on a prior Distribution Date and (y) the amount of Collateral Additional Interest, if any, for such Distribution Date and any Collateral Additional Interest previously due but not distributed to the Collateral Interest Holder on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Finance Charge Collections and distribute such amount to the Collateral Interest Holder in accordance with the Loan Agreement, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Finance Charge Collections, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Collateral Floating Percentage with respect to such Monthly Period; (iv) deduct an amount equal to the sum of (w) Class D Monthly Interest for such Distribution Date, (x) Class D Monthly Interest previously due but not distributed to the Class D Securityholders on a prior Distribution Date and (y) the amount of Class D Additional Interest, if any, for such Distribution Date and any Class D Additional Interest previously due but not distributed to the Class D Securityholders on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Finance Charge Collections and distribute such amount to the Paying Agent for payment to the Class D Securityholders, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Series 1998-3 Allocable Finance Charge Collections, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Class D Floating Percentage with respect to such Monthly Period; and (v) distribute any remaining insolvency proceeds to the Transferor. (3) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts distributed to the Paying Agent pursuant to this Section for payment to the Series 1998-3 Securityholders shall be distributed in full to the Series 1998-3 Securityholders on the date on which funds are distributed to the Paying Agent pursuant to this Section and shall be deemed to be a final distribution pursuant to Section 12.2 of the Agreement.