Common use of Distributions from Accounts Clause in Contracts

Distributions from Accounts. All investment earnings realized in respect of amounts in the Pre-Funding Account shall be deposited when and as received in the Interest Reserve Account, such that the Pre-Funded Amount shall never exceed the amount initially deposited into the Pre-Funding Account on the Closing Date. Following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding, and must be accompanied by the written consent of the Trustee), the Collateral Agent will disburse the amount demanded from the Pre-Funding Account to Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date), and upon receipt from the Trustee of a written demand for payment in respect of Liquidated Damages, the Collateral Agent shall immediately disburse all funds remaining in the Pre-Funding Account to the Trustee for deposit in the Special Distribution Account maintained by the Trustee. With respect to amounts on deposit in the Interest Reserve Account, the Collateral Agent shall disburse from such funds to the Trustee immediately upon receipt of the Trustee's written demand therefor, the amount specified in such demand in respect of Carrying Charges in accordance with Section 8.03(b) of the Series [ ] Pooling and Servicing Agreement. In addition, on the Payment Date with respect to which such disbursement of Carrying Charges was made, and following such disbursement and the distribution thereof pursuant to the Series [_____] Pooling and Servicing Agreement, the Collateral Agent shall release to the Trust Depositor, free and clear of the Lien and security interest established hereunder, an amount equal to the excess (if any) of the Interest Reserve Amount at such time over the Requisite Interest Reserve Amount for such Payment Date. In the event that (i) the Funding Period has terminated, (ii) all amounts on deposit in the Pre-Funding Account have been disbursed, (iii) a Payment Date has elapsed following the occurrence of both (i) and (ii), and (iv) all amounts referred to in clause (ii) have been applied in accordance with the Series 1996-2 Pooling and Servicing Agreement, then any amounts remaining in the Interest Reserve Account shall be distributed to the Trust Depositor free and clear of the Lien and security interest established hereunder.

Distributions from Accounts. All investment earnings realized (a) On each Determination ---------------------------- Date, following the determinations set forth in respect of amounts Section 5.2, the Purchaser will make the following withdrawals and deposits: (i) withdraw the Paid Receivables Amount and the Rejected Receivable Amount plus any outstanding Rejected Receivable Amount applicable to any prior period, to the extent such Rejected Receivable Amount is not paid to the Purchaser as a reduction in Purchase Price to be paid to the Seller, from the Collection Account and deposit such amount in the Pre-Funding Purchase Account; (ii) withdraw the Defaulted Receivable Amount from the Seller Credit Reserve Account shall be deposited when and as received deposit such amount in the Interest Reserve Purchase Account, such that ; (iii) withdraw the Pre-Funded Excess Collection Amount shall never exceed the amount initially deposited into the Pre-Funding Account on the Closing Date. Following receipt from the Trust Depositor of an Addition Notice, Collection Account and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding, and must be accompanied by the written consent of the Trustee), the Collateral Agent will disburse the deposit such amount demanded from the Pre-Funding Account to Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date), and upon receipt from the Trustee of a written demand for payment in respect of Liquidated Damages, the Collateral Agent shall immediately disburse all funds remaining in the Pre-Funding Seller Credit Reserve Account to the Trustee for deposit in extent that the Special Distribution Seller Credit Reserve Account maintained is less than the Specified Credit Reserve Balance; and (iv) withdraw the balance of the Excess Collection Amount from the Collection Account and, subject to any offset required under Section 5.3(b) of this Agreement, remit such amount by wire transfer to an account designated by the Trustee. With respect to amounts on deposit in the Interest Reserve AccountSeller; provided, the Collateral Agent shall disburse from such funds to the Trustee immediately upon receipt of the Trustee's written demand thereforhowever, the amount specified in such demand in respect of Carrying Charges in accordance with Section 8.03(b) of the Series [ ] Pooling and Servicing Agreement. In addition, on the Payment Date with respect to Receivables processed or cleared pursuant to any Billing and Collection Agreement, if applicable, any Excess Collection Amount shall be retained by the Purchaser in the Collection Account until such time that the Seller's billing cycle (or batch) to which such disbursement Excess Collection Amount applies is deemed closed by the Purchaser which, absent the occurrence of Carrying Charges was madean Event of Seller Default and provided that the Purchaser has received information in sufficient form and format to allow the Purchaser to properly apply and/or post Collections against Purchased Receivables, and will occur no later than the next immediate Purchase Date following such disbursement and the distribution thereof pursuant to the Series [_____] Pooling and Servicing Agreement, the Collateral Agent shall release to the Trust Depositor, free and clear determination. (b) The full amount of the Lien and security interest established hereunderPurchase Price before any offsets, an amount equal to or in the excess case where there is no Purchase Price paid in a given week, such amounts as set forth at (if anyi) through (iv) of this Section, shall be withdrawn from the Interest Reserve Amount at such time over the Requisite Interest Reserve Amount for such Payment Date. In the event that Purchase Account and paid and administered as follows: (i) the Funding Period has terminatedProgram Fee due and owing as of each respective Purchase Date shall be paid to the Purchaser, (ii) all amounts on deposit the amount, if any, by which the Seller Credit Reserve Account is less than the Specified Credit Reserve Balance as of such respective Purchase Date shall be deposited in the Pre-Funding Account have been disbursedSeller Credit Reserve Account, (iii) a Payment Date has elapsed following the occurrence amount, if any, due and owing the Purchaser pursuant to Section 9.4 of both (i) and (ii)this Agreement shall be paid to the Purchaser, and (iv) all amounts referred any remaining amount shall be paid to in clause (ii) have been applied the Seller in accordance with Section 2.3 of this Agreement. (c) Until the Series 1996-2 Pooling and Servicing AgreementTermination Date, then with commercially reasonable best efforts on each Purchase Date or in any event within two Business Days of each Purchase Date, the Purchaser shall withdraw all amounts remaining in deposited hereunder (net of withdrawals required hereunder) from the Interest Seller Credit Reserve Account which are in excess of the Specified Credit Reserve Balance and shall be distributed pay to the Trust Depositor free Purchaser all amounts due and clear of owing the Lien Purchaser in accordance with Sections 2.3, 4.4, 5.3, 8.1, 9.4 and security interest established hereunderany applicable Termination Fee, and pay the balance, if any, by wire transfer to an account designated by the Seller.

Distributions from Accounts. All investment earnings realized in respect of amounts in the Pre-Funding Account shall be deposited when and as received in the Interest Reserve Account, such that the Pre-Funded Amount shall never exceed the amount initially deposited into the Pre-Funding Account on the Closing Date. Following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not a) No later than one Business Day prior to 11:00 a.m. on each Determination Date, following the requested date of funding, and must be accompanied by the written consent of the Trustee)determinations set forth in Section 5.2, the Collateral Agent Master Servicer will disburse make the amount demanded from the Pre-Funding Account to Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (following withdrawals and provided a timely written demand for funding as described above has not been received requesting funding on such date), and upon receipt from the Trustee of a written demand for payment in respect of Liquidated Damages, the Collateral Agent shall immediately disburse all funds remaining in the Pre-Funding Account to the Trustee for deposit in the Special Distribution Account maintained by the Trustee. With respect to amounts on deposit in the Interest Reserve Account, the Collateral Agent shall disburse from such funds to the Trustee immediately upon receipt of the Trustee's written demand therefor, the amount specified in such demand in respect of Carrying Charges in accordance with Section 8.03(b) of the Series [ ] Pooling and Servicing Agreement. In addition, on the Payment Date with respect to which such disbursement of Carrying Charges was made, and following such disbursement and the distribution thereof pursuant to the Series [_____] Pooling and Servicing Agreement, the Collateral Agent shall release to the Trust Depositor, free and clear of the Lien and security interest established hereunder, an amount equal to the excess (if any) of the Interest Reserve Amount at such time over the Requisite Interest Reserve Amount for such Payment Date. In the event that deposits: (i) the Funding Period has terminatedPaid Receivables Amount and the Rejected Receivable Amount plus any outstanding Rejected Receivable Amount applicable to any prior period, to the extent such Rejected Receivable Amount is not paid to the Purchaser as a reduction in Purchase Price to be paid to the Seller, from the Collection Account and deposit such amount in the Purchase Account; (ii) all amounts on the Defaulted Receivable Amount from the Seller Credit Reserve Account and deposit such amount in the Pre-Funding Account have been disbursed, Collection Account; and (iii) a Payment the Excess Collection Amount and deposit such amount in the Seller Credit Reserve Account to the extent that the Seller Credit Reserve Account is less than the Specified Credit Reserve Balance. (b) Until the Termination Date, with reasonable best efforts on each Purchase Date has elapsed following or in any event within two Business Days of each such Purchase Date, the Master Servicer shall withdraw all amounts deposited hereunder (net of withdrawals required hereunder) from the Seller Credit Reserve Account in excess of the Specified Credit Reserve Balance and shall pay to the Purchaser all amounts due and owing the Purchaser in accordance with Sections 2.3, 4.4, 5.2, 7.1(a) and (b), 8.1 and 9.4 and pay the balance, if any, to the Seller by wire transfer; provided, however, with respect to Receivables processed or cleared pursuant to any Carrier Agreement, Clearinghouse Agreement or Billing and Collection Agreement, if applicable, any Excess Collection Amount shall be retained by the Purchaser until such time that the Seller's billing cycle (or batch) to which such Excess Collection Amount applies is deemed closed by the Purchaser which, absent the occurrence of both (i) an Event of Seller Default and (ii)provided that the Purchaser has received information in sufficient form and format to allow the Purchaser to properly apply and/or post Collections against Purchased Receivables, and (iv) all amounts referred will occur no later than the next immediate Purchase Date following such determination to in clause (ii) have been applied in accordance with an account designated by the Series 1996-2 Pooling and Servicing Agreement, then any amounts remaining in the Interest Reserve Account shall be distributed to the Trust Depositor free and clear of the Lien and security interest established hereunderSeller.

Distributions from Accounts. All investment earnings realized (a) On each Determination Date, following the determinations set forth in respect of amounts Section 5.2, the Purchaser will make the following withdrawals and deposits: (i) withdraw the Paid Receivables Amount and the Rejected Receivable Amount plus any outstanding Rejected Receivable Amount applicable to any prior period, to the extent such Rejected Receivable Amount is not paid to the Purchaser as a reduction in Purchase Price to be paid to the Seller, from the Collection Account and deposit such amount in the Pre-Funding Purchase Account; (ii) withdraw the Defaulted Receivable Amount from the Seller Credit Reserve Account shall be deposited when and as received deposit such amount in the Interest Reserve Purchase Account, such that ; (iii) withdraw the Pre-Funded Excess Collection Amount shall never exceed the amount initially deposited into the Pre-Funding Account on the Closing Date. Following receipt from the Trust Depositor of an Addition Notice, Collection Account and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding, and must be accompanied by the written consent of the Trustee), the Collateral Agent will disburse the deposit such amount demanded from the Pre-Funding Account to Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date), and upon receipt from the Trustee of a written demand for payment in respect of Liquidated Damages, the Collateral Agent shall immediately disburse all funds remaining in the Pre-Funding Seller Credit Reserve Account to the Trustee for deposit in extent that the Special Distribution Seller Credit Reserve Account maintained is less than the Specified Credit Reserve Balance; and (iv) withdraw the balance of the Excess Collection Amount from the Collection Account and, subject to any offset required under Section 5.3(b) of this Agreement, remit such amount by wire transfer to an account designated by the Trustee. With respect Seller, which, absent the occurrence of an Event of Seller Default and provided that the Purchaser has received information in sufficient form and format to amounts on deposit in allow the Interest Reserve AccountPurchaser to properly apply and/or post Collections against Purchased Receivables, will occur no later than the Collateral Agent shall disburse from next immediate Purchase Date following such funds to the Trustee immediately upon receipt determination. (b) The full amount of the Trustee's written demand therefor, Purchase Price before any offsets shall be withdrawn from the amount specified in such demand in respect of Carrying Charges in accordance with Section 8.03(b) of the Series [ ] Pooling Purchase Account and Servicing Agreement. In addition, on the Payment Date with respect to which such disbursement of Carrying Charges was made, paid and following such disbursement and the distribution thereof pursuant to the Series [_____] Pooling and Servicing Agreement, the Collateral Agent shall release to the Trust Depositor, free and clear of the Lien and security interest established hereunder, an amount equal to the excess (if any) of the Interest Reserve Amount at such time over the Requisite Interest Reserve Amount for such Payment Date. In the event that administered as follows: (i) the Funding Period has terminatedProgram Fee due and owing as of each respective Purchase Date shall be paid to the Purchaser, (ii) all amounts on deposit the amount, if any, by which the Seller Credit Reserve Account is less than the Specified Credit Reserve Balance as of such respective Purchase Date shall be deposited in the Pre-Funding Account have been disbursedSeller Credit Reserve Account, (iii) a Payment Date has elapsed following the occurrence amount, if any, due and owing the Purchaser pursuant to Section 9.4 of both (i) and (ii)this Agreement shall be paid to the Purchaser, and (iv) all amounts referred any remaining amount shall be paid to in clause (ii) have been applied the Seller in accordance with Section 2.3 of this Agreement. (c) Until the Series 1996-2 Pooling and Servicing AgreementTermination Date, then with commercially reasonable best efforts on each Purchase Date or in any event within two Business Days of each Purchase Date, the Purchaser shall withdraw all amounts remaining in deposited hereunder (net of withdrawals required hereunder) from the Interest Seller Credit Reserve Account which are in excess of the Specified Credit Reserve Balance and shall be distributed pay to the Trust Depositor free Purchaser all amounts due and clear of owing the Lien Purchaser in accordance with Sections 2.3, 4.4, 5.3, 8.1, 9.4 and security interest established hereunderany applicable Termination Fee, and pay the balance, if any, by wire transfer to an account designated by the Seller.

Distributions from Accounts. All investment earnings realized (a) No later than 11:00 a.m. on each Determination Date, following the determinations set forth in respect of amounts Section 5.2, the Master Servicer will make the following withdrawals and deposits: (i) withdraw the Paid Receivables Amount and the Rejected Receivable Amount plus any outstanding Rejected Receivable Amount applicable to any prior period from the Collection Account and deposit such amount in the Pre-Funding Purchase Account; (ii) withdraw the Defaulted Receivable Amount from the Seller Credit Reserve Account and deposit such amount in the Purchase Account; provided, however, that such recourse is expressly limited to the monies which comprise the Seller Credit Reserve Account at the time of such Determination Date which shall not at any time exceed the Specified Credit Reserve Balance and further provided that any excess of the then applicable Defaulted Receivable Amount over the Specified Credit Reserve Balance on such Determination Date shall not be carried forward to any future Determination Date and shall be deposited when for the account of the Purchaser; and (iii) withdraw all or a portion of, as the case may be, the Excess Collection Amount and as received deposit such amount in the Interest Seller Credit Reserve Account, such that the Pre-Funded Amount shall never exceed the amount initially deposited into the Pre-Funding Account on the Closing Date. Following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding, and must be accompanied by the written consent of the Trustee), the Collateral Agent will disburse the amount demanded from the Pre-Funding Account to Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date), and upon receipt from the Trustee of a written demand for payment in respect of Liquidated Damages, the Collateral Agent shall immediately disburse all funds remaining in the Pre-Funding Account to the Trustee for deposit in extent that the Special Distribution Seller Credit Reserve Account maintained by balance is less than the Trustee. With respect to amounts on deposit in Specified Credit Reserve Balance. (iv) withdraw the Interest Reserve Account, the Collateral Agent shall disburse from such funds to the Trustee immediately upon receipt balance of the Trustee's written demand therefor, the amount specified in such demand in respect of Carrying Charges Excess Collection Amount in accordance with Section 8.03(b5.3(b) and remit such amount to the Seller. (b) The full amount of the Series [ ] Pooling Purchase Price before any offsets shall be withdrawn from the Purchase Account and Servicing Agreement. In addition, on the Payment Date with respect to which such disbursement of Carrying Charges was made, paid and following such disbursement and the distribution thereof pursuant to the Series [_____] Pooling and Servicing Agreement, the Collateral Agent shall release to the Trust Depositor, free and clear of the Lien and security interest established hereunder, an amount equal to the excess (if any) of the Interest Reserve Amount at such time over the Requisite Interest Reserve Amount for such Payment Date. In the event that administered as follows: (i) the Funding Period has terminatedProgram Fee due and owing as of each respective Purchase Date shall be paid to the Purchaser, (ii) all amounts on deposit the amount, if any, by which the Seller Credit Reserve Account is less than the Specified Credit Reserve Balance as of such respective Purchase Date shall be deposited in the Pre-Funding Account have been disbursedSeller Credit Reserve Account, (iii) any Rejected Receivable Amount shall be deemed to be a Payment Date has elapsed following Collection with respect to such Purchased Receivables and shall be deposited in the occurrence of both (i) and (ii)Collection Account, and (iv) any remaining amount shall be paid to the Seller. Until the Termination Date, with commercially reasonable best efforts on each Purchase Date or in any event within two Business Days of each such Purchase Date, the Master Servicer shall withdraw all amounts referred deposited hereunder (net of withdrawals required hereunder) from the Seller Credit Reserve Account which are in excess of the Specified Credit Reserve Balance and shall pay to in clause (ii) have been applied the Purchaser all amounts due and owing the Purchaser in accordance with Sections 2.3, 4.4, 5.2, 7.1(a) and (b), 8.1 and 9.4 and pay the Series 1996-2 Pooling and Servicing balance, if any, to the Seller by wire transfer; provided, however, with respect to Receivables processed or cleared pursuant to any Carrier Agreement, then Clearinghouse Agreement or Billing and Collection Agreement, if applicable, any amounts remaining Excess Collection Amount shall be retained by the Purchaser in the Interest Reserve Collection Account shall be distributed until such time that the Seller's billing cycle (or batch) to which such Excess Collection Amount applies is deemed closed by the Trust Depositor free Purchaser which, absent the occurrence of an Event of Seller Default and clear of provided that the Lien Purchaser has received information in sufficient form and security interest established hereunderformat to allow the Purchaser to properly apply and/or post Collections against Purchased Receivables, will occur no later than the next immediate Purchase Date following such determination to an account designated by the Seller.

Distributions from Accounts. All investment earnings realized (a) On each Determination Date, following the determinations set forth in respect of amounts Section 5.2, the Purchaser will make the following withdrawals and deposits: (i) withdraw the Paid Receivables Amount and the Rejected Receivable Amount plus any outstanding Rejected Receivable Amount applicable to any prior period, to the extent such Rejected Receivable Amount is not paid to the Purchaser as a reduction in Purchase Price to be paid to the Seller, from the Collection Account and deposit such amount in the Pre-Funding Purchase Account; (ii) withdraw the Defaulted Receivable Amount from the Seller Credit Reserve Account shall be deposited when and as received deposit such amount in the Interest Reserve Purchase Account, such that ; (iii) withdraw the Pre-Funded Excess Collection Amount shall never exceed the amount initially deposited into the Pre-Funding Account on the Closing Date. Following receipt from the Trust Depositor of an Addition Notice, Collection Account and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding, and must be accompanied by the written consent of the Trustee), the Collateral Agent will disburse the deposit such amount demanded from the Pre-Funding Account to Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date), and upon receipt from the Trustee of a written demand for payment in respect of Liquidated Damages, the Collateral Agent shall immediately disburse all funds remaining in the Pre-Funding Seller Credit Reserve Account to the Trustee for deposit in extent that the Special Distribution Seller Credit Reserve Account maintained is less than the Specified Credit Reserve Balance; and (iv) withdraw the balance of the Excess Collection Amount from the Collection Account and, subject to any offset required under Section 5.3(b) of this Agreement, remit such amount by wire transfer to an account designated by the Trustee. With respect to amounts on deposit in the Interest Reserve AccountSeller; PROVIDED, the Collateral Agent shall disburse from such funds to the Trustee immediately upon receipt of the Trustee's written demand thereforHOWEVER, the amount specified in such demand in respect of Carrying Charges in accordance with Section 8.03(b) of the Series [ ] Pooling and Servicing Agreement. In addition, on the Payment Date with respect to Receivables processed or cleared pursuant to any Carrier Agreement, Clearinghouse Agreement or Billing and Collection Agreement, if applicable, any Excess Collection Amount shall be retained by the Purchaser in the Collection Account until such time that the Seller's billing cycle (or batch) to which such disbursement Excess Collection Amount applies is deemed closed by the Purchaser which, absent the occurrence of Carrying Charges was madean Event of Seller Default and provided that the Purchaser has received information in sufficient form and format to allow the Purchaser to properly apply and/or post Collections against Purchased Receivables, and will occur no later than the next immediate Purchase Date following such disbursement and the distribution thereof pursuant to the Series [_____] Pooling and Servicing Agreement, the Collateral Agent shall release to the Trust Depositor, free and clear determination. (b) The full amount of the Lien Purchase Price before any offsets shall be withdrawn from the Purchase Account and security interest established hereunder, an amount equal to the excess (if any) of the Interest Reserve Amount at such time over the Requisite Interest Reserve Amount for such Payment Date. In the event that paid and administered as follows: (i) the Funding Period has terminatedProgram Fee due and owing as of each respective Purchase Date shall be paid to the Purchaser, (ii) all amounts on deposit the amount, if any, by which the Seller Credit Reserve Account is less than the Specified Credit Reserve Balance as of such respective Purchase Date shall be deposited in the Pre-Funding Account have been disbursedSeller Credit Reserve Account, (iii) a Payment Date has elapsed following the occurrence amount, if any, due and owing the Purchaser pursuant to Section 9.4 of both (i) and (ii)this Agreement shall be paid to the Purchaser, and (iv) all amounts referred any remaining amount shall be paid to in clause (ii) have been applied the Seller in accordance with Section 2.3 of this Agreement. (c) Until the Series 1996-2 Pooling and Servicing AgreementTermination Date, then with commercially reasonable best efforts on each Purchase Date or in any event within two Business Days of each Purchase Date, the Purchaser shall withdraw all amounts remaining in deposited hereunder (net of withdrawals required hereunder) from the Interest Seller Credit Reserve Account which are in excess of the Specified Credit Reserve Balance and shall be distributed pay to the Trust Depositor free Purchaser all amounts due and clear of owing the Lien Purchaser in accordance with Sections 2.3, 4.4, 5.3, 8.1, 9.4 and security interest established hereunderany applicable Termination Fee, and pay the balance, if any, by wire transfer to an account designated by the Seller.

Distributions from Accounts. All investment earnings realized (a) On each Determination Date, following the determinations set forth in respect of amounts Section 5.2, the Purchaser will make the following withdrawals and deposits: (i) withdraw the Paid Receivables Amount and the Rejected Receivable Amount plus any outstanding Rejected Receivable Amount applicable to any prior period, to the extent such Rejected Receivable Amount is not paid to the Purchaser as a reduction in Purchase Price to be paid to the Seller, from the Collection Account and deposit such amount in the Pre-Funding Purchase Account; (ii) withdraw the Defaulted Receivable Amount from the Seller Credit Reserve Account shall be deposited when and as received deposit such amount in the Interest Reserve Purchase Account, such that ; (iii) withdraw the Pre-Funded Excess Collection Amount shall never exceed the amount initially deposited into the Pre-Funding Account on the Closing Date. Following receipt from the Trust Depositor of an Addition Notice, Collection Account and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding, and must be accompanied by the written consent of the Trustee), the Collateral Agent will disburse the deposit such amount demanded from the Pre-Funding Account to Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date), and upon receipt from the Trustee of a written demand for payment in respect of Liquidated Damages, the Collateral Agent shall immediately disburse all funds remaining in the Pre-Funding Seller Credit Reserve Account to the Trustee for deposit in extent that the Special Distribution Seller Credit Reserve Account maintained is less than the Specified Credit Reserve Balance; and (iv) withdraw the balance of the Excess Collection Amount from the Collection Account and, subject to any offset required under Section 5.3(b) of this Agreement, remit such amount by wire transfer to an account designated by the Trustee. With respect to amounts on deposit in the Interest Reserve AccountSeller; provided, the Collateral Agent shall disburse from such funds to the Trustee immediately upon receipt of the Trustee's written demand thereforhowever, the amount specified in such demand in respect of Carrying Charges in accordance with Section 8.03(b) of the Series [ ] Pooling and Servicing Agreement. In addition, on the Payment Date with respect to Receivables processed or cleared pursuant to any Carrier Agreement, Clearinghouse Agreement or Billing and Collection Agreement, if applicable, any Excess Collection Amount shall be retained by the Purchaser in the Collection Account until such time that the Seller's billing cycle (or batch) to which such disbursement Excess Collection Amount applies is deemed closed by the Purchaser which, absent the occurrence of Carrying Charges was madean Event of Seller Default and provided that the Purchaser has received information in sufficient form and format to allow the Purchaser to properly apply and/or post Collections against Purchased Receivables, and will occur no later than the next immediate Purchase Date following such disbursement and the distribution thereof pursuant to the Series [_____] Pooling and Servicing Agreement, the Collateral Agent shall release to the Trust Depositor, free and clear determination. (b) The full amount of the Lien and security interest established hereunderPurchase Price before any offsets, an amount equal to or in the excess case where there is no Purchase Price paid in a given week, such amounts as set forth at (if anyi) through (iv) of this Section, shall be withdrawn from the Interest Reserve Amount at such time over the Requisite Interest Reserve Amount for such Payment Date. In the event that Purchase Account and paid and administered as follows: (i) the Funding Period has terminatedProgram Fee due and owing as of each respective Purchase Date shall be paid to the Purchaser, (ii) all amounts on deposit the amount, if any, by which the Seller Credit Reserve Account is less than the Specified Credit Reserve Balance as of such respective Purchase Date shall be deposited in the Pre-Funding Account have been disbursedSeller Credit Reserve Account, (iii) a Payment Date has elapsed following the occurrence amount, if any, due and owing the Purchaser pursuant to Section 9.4 of both (i) and (ii)this Agreement shall be paid to the Purchaser, and (iv) all amounts referred any remaining amount shall be paid to in clause (ii) have been applied the Seller in accordance with Section 2.3 of this Agreement. (c) Until the Series 1996-2 Pooling and Servicing AgreementTermination Date, then with commercially reasonable best efforts on each Purchase Date or in any event within two Business Days of each Purchase Date, the Purchaser shall withdraw all amounts remaining in deposited hereunder (net of withdrawals required hereunder) from the Interest Seller Credit Reserve Account which are in excess of the Specified Credit Reserve Balance and shall be distributed pay to the Trust Depositor free Purchaser all amounts due and clear of owing the Lien Purchaser in accordance with Sections 2.3, 4.4, 5.3, 8.1, 9.4 and security interest established hereunderany applicable Termination Fee, and pay the balance, if any, by wire transfer to an account designated by the Seller.

Distributions from Accounts. All investment earnings realized in respect of amounts in the Pre-Funding Account shall be deposited when and as received in the Interest Reserve Account, such that the Pre-Funded Amount shall never exceed the amount initially deposited into the Pre-Funding Account on the Closing Date. Following receipt from the Trust Depositor of an Addition Notice, and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding, and must be accompanied by the written consent of the Trustee), the Collateral Agent will disburse the amount demanded from the Pre-Funding Account to Eaglemark HDCC upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from Eaglemark HDCC pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date), and upon receipt from the Trustee of a written demand for payment in respect of Liquidated Damages, the Collateral Agent shall immediately disburse all funds remaining in the Pre-Funding Account to the Trustee for deposit in the Special Distribution Account maintained by the Trustee. With respect to amounts on deposit in the Interest Reserve Account, the Collateral Agent shall disburse from such funds to the Trustee immediately upon receipt of the Trustee's written demand therefor, the amount specified in such demand in respect of Carrying Charges in accordance with Section 8.03(b) of the Series [ ] Pooling and Servicing Agreement. In addition, on the Payment Date with respect to which such disbursement of Carrying Charges was made, and following such disbursement and the distribution thereof pursuant to the Series [_____] Pooling and Servicing Agreement, the Collateral Agent shall release to the Trust Depositor, free and clear of the Lien and security interest established hereunder, an amount equal to the excess (if any) of the Interest Reserve Amount at such time over the Requisite Interest Reserve Amount for such Payment Date. In the event that (i) the Funding Period has terminated, (ii) all amounts on deposit in the Pre-Funding Account have been disbursed, (iii) a Payment Date has elapsed following the occurrence of both (i) and (ii), and (iv) all amounts referred to in clause (ii) have been applied in accordance with the Series 1996-2 Pooling and Servicing Agreement, then any amounts remaining in the Interest Reserve Account shall be distributed to the Trust Depositor free and clear of the Lien and security interest established hereunder.

Distributions from Accounts. All investment earnings realized (a) On each Determination Date, following the determinations set forth in respect of amounts Section 5.2, the Master Servicer will make the following withdrawals and deposits: (i) withdraw the Paid Receivables Amount and the Rejected Receivable Amount plus any outstanding Rejected Receivable Amount applicable to any prior period, to the extent such Rejected Receivable Amount is not paid to the Purchaser as a reduction in Purchase Price to be paid to the Seller, from the Collection Account and deposit such amount in the Pre-Funding Purchase Account; (ii) withdraw the Defaulted Receivable Amount from the Seller Credit Reserve Account shall be deposited when and as received deposit such amount in the Interest Reserve Purchase Account, such that ; (iii) withdraw the Pre-Funded Excess Collection Amount shall never exceed the amount initially deposited into the Pre-Funding Account on the Closing Date. Following receipt from the Trust Depositor of an Addition Notice, Collection Account and upon further receipt of a written demand from the Trust Depositor for a disbursement of funds from the Pre-Funding Account to be made on or before the date on which the Funding Period terminates (which written demand must be delivered not later than one Business Day prior to the requested date of funding, and must be accompanied by the written consent of the Trustee), the Collateral Agent will disburse the deposit such amount demanded from the Pre-Funding Account to Eaglemark upon the order of the Trust Depositor for the purpose of purchasing Subsequent Contracts from Eaglemark pursuant to a Subsequent Purchase Agreement. With respect to amounts still remaining on deposit in the Pre-Funding Account on the date upon which the Funding Period ends (and provided a timely written demand for funding as described above has not been received requesting funding on such date), and upon receipt from the Trustee of a written demand for payment in respect of Liquidated Damages, the Collateral Agent shall immediately disburse all funds remaining in the Pre-Funding Seller Credit Reserve Account to the Trustee for deposit in extent that the Special Distribution Seller Credit Reserve Account maintained is less than the Specified Credit Reserve Balance; and (iv) withdraw the balance of the Excess Collection Amount from the Collection Account and, subject to any offset required under Section 5.3(b) of this Agreement, remit such amount by wire transfer to an account designated by the Trustee. With respect to amounts on deposit in the Interest Reserve AccountSeller; provided, the Collateral Agent shall disburse from such funds to the Trustee immediately upon receipt of the Trustee's written demand thereforhowever, the amount specified in such demand in respect of Carrying Charges in accordance with Section 8.03(b) of the Series [ ] Pooling and Servicing Agreement. In addition, on the Payment Date with respect to Receivables processed or cleared pursuant to any Carrier Agreement, Clearinghouse Agreement or Billing and Collection Agreement, if applicable, the Excess Collection Amount shall be retained by the Purchaser in the Collection Account until such time that the Seller's billing cycle (or batch) to which such disbursement Excess Collection Amount applies is deemed closed by the Purchaser which, absent the occurrence of Carrying Charges was madean Event of Seller Default and provided that the Purchaser has received information in sufficient form and format to allow the Purchaser to properly apply and/or post Collections against Purchased Receivables, and will occur no later than the next immediate Purchase Date following such disbursement and the distribution thereof pursuant to the Series [_____] Pooling and Servicing Agreement, the Collateral Agent shall release to the Trust Depositor, free and clear determination. (b) The full amount of the Lien Purchase Price before any offsets shall be withdrawn from the Purchase Account and security interest established hereunder, an amount equal to the excess (if any) of the Interest Reserve Amount at such time over the Requisite Interest Reserve Amount for such Payment Date. In the event that paid and administered as follows: (i) the Funding Period has terminatedProgram Fee due and owing as of each respective Purchase Date shall be paid to the Purchaser, (ii) all amounts on deposit the amount, if any, by which the Seller Credit Reserve Account is less than the Specified Credit Reserve Balance as of such respective Purchase Date shall be deposited in the Pre-Funding Account have been disbursedSeller Credit Reserve Account, (iii) a Payment Date has elapsed following the occurrence amount, if any, due and owing the Purchaser pursuant to Section 9.4 of both (i) and (ii)this Agreement shall be paid to the Purchaser, and (iv) all amounts referred any remaining amount shall be paid to in clause (ii) have been applied the Seller in accordance with Section 2.3 of this Agreement. (c) Until the Series 1996-2 Pooling and Servicing AgreementTermination Date, then with commercially reasonable best efforts on each Purchase Date or in any event within two Business Days of each Purchase Date, the Master Servicer shall withdraw all amounts remaining in deposited hereunder (net of withdrawals required hereunder) from the Interest Seller Credit Reserve Account which are in excess of the Specified Credit Reserve Balance and shall be distributed pay to the Trust Depositor free Purchaser all amounts due and clear of owing the Lien Purchaser in accordance with Sections 2.3, 4.4, 5.3, 8.1, 9.4 and security interest established hereunderany applicable Termination Fee, and pay the balance, if any, by wire transfer to an account designated by the Seller.