Common use of Excess Funding Account Clause in Contracts

Excess Funding Account. The Trustee, for the benefit of the Holders, shall establish and maintain or cause to be established and maintained in the name of the Trustee on behalf of the Trust, with a Qualified Institution, a segregated trust account (the “Excess Funding Account”). The Excess Funding Account will bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders, and the Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. Pursuant to the authority granted to the Servicer in Section 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from the Excess Funding Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. At the written direction of the Servicer, funds on deposit in the Excess Funding Account to be invested shall be invested by the Trustee in Permitted Investments, selected by the Servicer, that will mature so that funds will be available at the close of business on the next Business Day. All such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivables. On each Determination Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occurs. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each Series in such Group (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer Date), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Date and allocate such amount among each such Series in the applicable Group as Shared Principal Collections as specified in each related Supplement.

Excess Funding Account. The TrusteeServicer, for the benefit of the HoldersCertificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee Trustee, on behalf of the Trust, with a Qualified Institution, Institution a segregated trust account (account, which may be a subaccount of the “Excess Funding Collection Account”). The Excess Funding Account will bear , bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders, and Investor Certificateholders (the "Excess Funding Account"). The Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. Pursuant The Excess Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholder. If, at any time, the institution holding the Excess Funding Account is not the Trustee, or if another Person, such institution ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within five (5) Business Days of a Responsible Officer of the Trustee receiving written notice or having actual knowledge of such event establish a new Excess Funding Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Excess Funding Account, and from the date such new Excess Funding Account is established, it shall be the "Excess Funding Account." The foregoing notwithstanding, pursuant to the authority granted to the Servicer in Section 3.01(b3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from the Excess Funding Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. At the written direction of the Servicer, funds on deposit held in the Excess Funding Account to be invested shall be invested by the Trustee in Permitted Investments, Investments selected by the Servicer. All such Permitted Investments shall be held by the Trustee for the benefit of the Investor Certificateholders. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Funds held in the Excess Funding Account on any date (after giving effect to any withdrawals from the Excess Funding Account on such date) will be invested in Permitted Investments that will mature so that funds will be available at the close of business on the next Business Day. All Day following such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivablesdate. On each Determination Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Distribution Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit held in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the prior Monthly Period immediately preceding the Monthly Period in which such Transfer Date occursPeriod. Interest (including reinvested interest) and other investment income and earnings on funds on deposit held in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each Business Day (other than following a Pay Out Event), the Servicer shall determine the amount by which the Transferor Amount exceeds the Minimum Transferor Amount on such date and shall instruct the Trustee to withdraw such amount from the Excess Funding Account on such date and pay such amount to the holder of the Exchangeable Transferor Certificate. On each Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each such Series in such Group that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer Distribution Date), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Distribution Date and allocate such amount among each such Series in the applicable Group as Shared Principal Collections as specified in each related SupplementSupplement to the extent needed to cover the principal payments due to or for the benefit of such Series.

Excess Funding Account. The Trustee, for the benefit Any Principal Collections or Finance Charge Collections not allocated and paid to Transferor because of the Holderslimitations contained in subsections 4.7(a)(iv)(B), shall establish 4.7(b)(iv) and maintain or cause 4.7(c)(ii)(B) and any amounts allocable to be established and maintained the Investor Certificates deposited in the name of the Trustee on behalf of the Trust, with a Qualified Institution, a segregated trust account Principal Account pursuant to subsection 2.4(d)(iii) (the “Excess Funding Account”). The Excess Funding Account will bear a designation clearly indicating that the funds deposited therein are "Unallocated Principal Collections") shall be held for the benefit of the Holders, and the Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. Pursuant and, prior to the authority granted commencement of the Controlled Accumulation Period or the Rapid Amortization Period shall be paid to Transferor when, and only to the Servicer in Section 3.01(b)extent that, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from the Excess Funding Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. At the written direction of the Servicer, funds on deposit in the Excess Funding Account to be invested shall be invested by the Trustee in Permitted Investments, selected by the Servicer, that will mature so that funds will be available at the close of business on the next Business Day. All such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds is greater than zero. For each Transfer Date with respect to the Minimum Transferor Interest on such date and shall instruct Controlled Accumulation Period or the Trustee to withdraw Rapid Amortization Period, any such excess from Unallocated Principal Collections held in the Excess Funding Account on such day and pay such amount Transfer Date shall be included in the Investor Principal Collections which to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds extent available shall be withdrawn distributed as Available Investor Principal Collections to be applied pursuant to Section 4.11 on such Transfer Date. With respect to the Investor Certificates, and notwithstanding anything in the Agreement or this Series Supplement to the contrary, if at any time Servicer is required to make daily deposits from the Excess Funding Collection Account for distribution into the Finance Charge Account or the Principal Account pursuant to subsections 4.7(a), 4.7(b) and 4.7(c) with respect to any Monthly Period: (i) on or after the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivables. On each related Determination Date, the Servicer shall instruct the Trustee to may withdraw on the next succeeding Transfer Date from the Excess Funding Finance Charge Account and deposit in the Collection Principal Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occurs. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part any portion of the Excess Funding Amount for purposes principal balance held in each such account in excess of this Agreement. On each Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount that will be required to be distributed to Investor Holders or (if Transferor is not Servicer) Servicer or deposited in the Principal Funding Account from that account (directly or after deposit into the Distribution Account) on the related Distribution Date and transfer such funds to Transferor (except that any such excess amount held in the Principal Account, and any portion of such excess amount held in the Finance Charge Account that would have been treated as a portion of Investor Principal ShortfallsCollections on the related Transfer Date, if any, with respect shall be transferred to each Series in such Group Transferor only to the extent that the Transferor Interest on the date of transfer is greater than zero (after giving effect to the allocation inclusion in the Trust of all Receivables created on or prior to such date and payment provisions the application of payments referred to in subsection 4.03(e4.3(b) and in the Supplement with respect to each such Series on the next succeeding Transfer Date), and the Servicer otherwise shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from be deposited into the Excess Funding Account in accordance with subsection 4.7(d)); and (ii) on any date, Servicer may withdraw from the next succeeding Transfer Date and allocate such amount among each such Series Collection Account, the Finance Charge Account or the Principal Account any amounts inadvertently deposited in the applicable Group as Shared Principal Collections as specified in each related Supplementsuch account that should not have been so deposited. The foregoing supersedes clause (i)(x) of the fourth grammatical paragraph of subsection 4.3(a) for purposes of the Investor Certificates.

Excess Funding Account. The TrusteeServicer, for the benefit of the HoldersInvestor Certificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee Trustee, on behalf of the Trust, with a Qualified Institution, a segregated trust account (the “Excess Funding Account”). The Excess Funding Account will bear with a Qualified Depository Institution bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders, and Investor Certificateholders (the "Excess Funding Account"). The Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. Pursuant to The Excess Funding Account shall be under the authority granted to sole dominion and control of the Servicer Trustee for the benefit of the Investor Certificateholders. Except as expressly provided in Section 3.01(b)this Agreement, the Servicer agrees that it shall have the powerno right of setoff or banker's lien against, revocable by the Trusteeand no right to otherwise deduct from, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from any funds held in the Excess Funding Account for any amount owed to it by the purposes of carrying out Trustee, the Servicer’s Trust or any Certificateholder. If, at any time, the institution holding the Excess Funding Account ceases to be a Qualified Depository Institution, the Trustee upon written notice by Servicer (or the Trustee’s duties hereunder. At Servicer on its behalf) shall promptly establish a new Excess Funding Account with a Qualified Depository Institution meeting the written direction of conditions specified above, transfer any cash or any investments to such new Excess Funding Account and from the Servicerdate such new Excess Funding Account is established, funds it shall be the "Excess Funding Account." Funds on deposit in the Excess Funding Account to be invested shall at the written direction of the Servicer be invested by the Trustee in Permitted Investments, Investments selected by the Servicer. All such Permitted Investments shall be held by the Trustee for the benefit of the Investor Certificateholders. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Funds on deposit in the Excess Funding Account on any date (after giving effect to any withdrawals from the Excess Funding Account on such date) will be invested in Permitted Investments that will mature so that funds will be available at the close of business on the next Business Day. All Distribution Date following such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivablesdate. On each Determination Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer related Distribution Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables (allocable to the Certificates Series pro rata based on the Investor Percentage of each Series until paid in full) with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occursprior Due Period. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each any Determination Date on which no Series is in an Amortization Period, the Servicer shall determine the amount by which the Transferor Interest exceeds the Aggregate Minimum Transferor Interest on such date and shall instruct the Trustee in writing to withdraw such amount from the Excess Funding Account on the related Distribution Date and pay such amount to the Holder of the Exchangeable Transferor Certificate. On any Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each such Series in such Group that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer DateSeries), and the Servicer shall instruct the Trustee in writing to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Distribution Date and allocate such amount among each such Series in the applicable Group as Shared Principal Collections as specified in each related Supplement.

Excess Funding Account. The Trustee, for the benefit of the HoldersCertificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee Trustee, on behalf of the Trust, with a Qualified Institution, Institution a segregated trust account (account, which may be a subaccount of the “Excess Funding Collection Account”). The Excess Funding Account will bear , bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders, and Investor Certificateholders (the "Excess Funding Account"). The Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. The Excess Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If, at any time, the institution holding the Excess Funding Account ceases to be a Qualified Institution, the Trustee (or the Servicer on its behalf) shall within 30 Business Days establish a new Excess Funding Account meeting the conditions specified above with a Qualified Institution and shall transfer any cash and/or any investments to such new Excess Funding Account, and from the date such new Excess Funding Account is established, it shall be the "Excess Funding Account." Pursuant to the authority granted to the Servicer in Section 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from the Excess Funding Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. Pursuant to the authority granted to the Paying Agent in Section 6.06(a), the Paying Agent shall have the power, revocable as set forth in Section 6.06(a), to make withdrawals and payments from the Excess Funding Account for purposes of making distributions to Investor Certificateholders. At the written direction of the Servicer, funds on deposit in the Excess Funding Account to be invested shall be invested by the Trustee in Permitted Investments, Investments selected by the Servicer. All such Permitted Investments shall be held by the Trustee for the benefit of the Investor Certificateholders. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Funds on deposit in the Excess Funding Account on any date (after giving effect to any withdrawals from the Excess Funding Account on such date) will be invested in Permitted Investments that will mature so that funds will be available at the close of business on the next Business Day. All Day following such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investmentsdate. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess amount from the Excess Funding Account on such day and pay such amount to the Holder of the Exchangeable Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivables. On each Determination Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Distribution Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the Related Monthly Period immediately preceding the Monthly Period in which such Transfer Date occursPeriod. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each Series in such Group (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer Distribution Date), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Distribution Date and allocate such amount among each such Series in the applicable Group as Shared Excess Principal Collections as specified in each related Supplement.

Excess Funding Account. The Trustee, for Any Principal Collections not allocated and paid to the benefit Transferor because of the Holders, shall establish limitation contained in Section 4.7(b)(ii)(B) and maintain or cause any amounts allocable to be established and maintained the Investor Certificates deposited in the name Principal Account pursuant to Section 2.4(d)(iii) of the Trustee on behalf of the Trust, with a Qualified Institution, a segregated trust account Agreement (the “Excess Funding AccountUnallocated Principal Collections”). The Excess Funding Account will bear a designation clearly indicating that the funds deposited therein are ) shall be held for the benefit of the Holders, and the Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. Pursuant and, prior to the authority granted commencement of the Rapid Amortization Period shall be paid to the Servicer in Section 3.01(b)Transferor when, and only to the extent that, the Servicer shall have Transferor Interest is greater than zero. For each Transfer Date with respect to the powerRapid Amortization Period, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from the Excess Funding Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. At the written direction of the Servicer, funds on deposit any such Unallocated Principal Collections held in the Excess Funding Account to be invested shall be invested by the Trustee in Permitted InvestmentsFunding, selected by the Servicer, that will mature so that funds will be available at the close of business on the next Business Day. All such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount Transfer Date shall be included in the Investor Principal Collections which, to the Holder of the Transferor Certificate. Notwithstanding the foregoingextent available, no funds shall be withdrawn distributed as Available Investor Principal Collections to be applied pursuant to Section 4.8 on such Transfer Date. With respect to the Investor Certificates, and notwithstanding anything in the Agreement or this Series Supplement to the contrary, if at any time the Servicer is required to make daily deposits from the Excess Funding Collection Account for distribution into the Finance Charge Account or the Principal Account pursuant to Sections 4.7(a) and 4.7(b) with respect to any Monthly Period: (i) on or after the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivables. On each related Determination Date, the Servicer shall instruct the Trustee to may withdraw on the next succeeding Transfer Date from the Excess Funding Finance Charge Account and deposit in the Collection Principal Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occurs. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part any portion of the Excess Funding Amount for purposes principal balance held in each such account in excess of this Agreement. On each Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount that will be required to be distributed to Series 2004-MC Certificateholders or distributed in accordance with the Indenture (directly or after deposit into the Distribution Account) on the related Distribution Date and transfer such funds to the Transferor (except that any such excess amount held in the Principal Account and any portion of such excess amount held in the Finance Charge Account that would have been treated as a portion of Investor Principal Shortfalls, if any, with respect Collections on the related Transfer Date shall be transferred to each Series in such Group the Transferor only to the extent that the Transferor Interest on the date of transfer is greater than zero (after giving effect to the allocation inclusion in the Trust of all Receivables transferred to the Trust on or prior to such date and payment provisions the application of payments referred to in subsection 4.03(eSection 4.3(b)) and in the Supplement with respect to each such Series on the next succeeding Transfer Date), and the Servicer otherwise shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from be deposited into the Excess Funding Account in accordance with the first paragraph of this Section 4.7(c); and (ii) on any date, the next succeeding Transfer Date and allocate Servicer may withdraw from the Collection Account, the Finance Charge Account or the Principal Account any amounts inadvertently deposited in such amount among each such Series in the applicable Group as Shared Principal Collections as specified in each related Supplementaccount that should not have been so deposited.

Excess Funding Account. The Indenture Trustee, for the benefit of the HoldersNoteholders and any Series Enhancers, shall will establish and maintain with the Indenture Trustee or cause to be established and maintained its nominee in the name of the Trustee Indenture Trustee, on behalf of the TrustIssuer, with a Qualified Institution, Account (including any subaccounts thereof) bearing a segregated trust account designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Noteholders and any Series Enhancers (the “"Excess Funding Account”"). The Excess Funding Account will bear a designation clearly indicating that consist of two segregated subaccounts: (i) the funds "Excess Funding Account Securities Subaccount" to which financial assets (other than cash and money) credited to the Excess Funding Account will be credited and (ii) the "Excess Funding Account Cash Deposit Subaccount" to which cash and money deposited therein are held for in the benefit of the Holders, and the Excess Funding Account will be credited. The Indenture Trustee shall have sole dominion and control over and will possess all right, title and interest in all funds on Eligible Investments and all monies, instruments, securities, securities entitlement, documents, certificates of deposit and other property from time to time on deposit in or credited to the Excess Funding Account and in all proceeds thereofinterest, proceeds, earnings, income and revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Noteholders and any Series Enhancers. Pursuant to Except as expressly provided in this Indenture and the authority granted to the Servicer in Section 3.01(b)Transfer and Servicing Agreement[s], the Servicer shall have the poweragrees that it has no right of setoff or banker's lien against, revocable by the Trusteeand no right to otherwise deduct from, to make withdrawals any funds and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from other property held in the Excess Funding Account for any amount owed to it by the purposes of carrying out Indenture Trustee, the Servicer’s Issuer, any Noteholder or any Series Enhancer. If, at any time, (x) the Excess Funding Account ceases to be a Qualified Account or (y) the Indenture Trustee no longer maintains the Excess Funding Account, then within ten Business Days (or such longer period as to which each Rating Agency may consent), the Indenture Trustee (or the Trustee’s duties hereunderServicer on its behalf) will establish a new Excess Funding Account meeting the conditions specified above, transfer any monies, instruments, securities, securities entitlements, documents, certificates of deposit and other property to such new Excess Funding Account and from the date such new Excess Funding Account is established, it will be the "Excess Funding Account." Any Eligible Institution at which the successor Excess Funding Account is established will deliver a written acceptance of its appointment and will agree to be bound by the provisions in this Indenture relating to the Securities Intermediary and the Bank as they relate to the Excess Funding Account. At Upon deposit of funds into the Excess Funding Account, the Servicer will provide written notice of the allocation of any funds deposited to the Excess Funding Account. Funds on deposit in the Excess Funding Account will, at the written direction of the Servicer, funds be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee or its nominee for the benefit of the Noteholders and any Series Enhancers. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Excess Funding Account Securities Subaccount. Funds on deposit in the Excess Funding Account to will be invested shall be invested by the Trustee in Permitted Investments, selected by the Servicer, Eligible Investments that will mature so that such funds will be available at no later than the close of business on the next Business Day. All such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securitiesfollowing Distribution Date; provided, however, that, if anythere is any Variable Funding Note Series outstanding, evidencing such Permitted Investments. On each Business Day, funds must be available no later than the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables following Expected Final Payment Date (as defined in the Trust would be less than the Minimum Aggregate Principal Receivables. On each Determination Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Date from the Excess Indenture Supplement for such Variable Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occurs. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each Series in such Group (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer Date), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Date and allocate such amount among each such Series in the applicable Group as Shared Principal Collections as specified in each related Supplement.Note

Excess Funding Account. The Indenture Trustee, for the benefit of the HoldersNoteholders and any Series Enhancers, shall will establish and maintain with the Indenture Trustee or cause to be established and maintained its nominee in the name of the Trustee Indenture Trustee, on behalf of the TrustIssuer, with a Qualified Institution, Account (including any subaccounts thereof) bearing a segregated trust account designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Noteholders and any Series Enhancers (the “"Excess Funding Account”"). The Excess Funding Account will bear a designation clearly indicating that consist of two segregated subaccounts: (i) the funds "Excess Funding Account Securities Subaccount" to which financial assets (other than cash and money) credited to the Excess Funding Account will be credited and (ii) the "Excess Funding Account Cash Deposit Subaccount" to which cash and money deposited therein are held for in the benefit of the Holders, and the Excess Funding Account will be credited. The Indenture Trustee shall have sole dominion and control over and will possess all right, title and interest in all funds on Eligible Investments and all monies, instruments, securities, securities entitlement, documents, certificates of deposit and other property from time to time on deposit in or credited to the Excess Funding Account and in all proceeds thereofinterest, proceeds, earnings, income and revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Noteholders and any Series Enhancers. Pursuant to Except as expressly provided in this Indenture and the authority granted to the Servicer in Section 3.01(b)Transfer and Servicing Agreement[s], the Servicer shall have the poweragrees that it has no right of setoff or banker's lien against, revocable by the Trusteeand no right to otherwise deduct from, to make withdrawals any funds and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from other property held in the Excess Funding Account for any amount owed to it by the purposes of carrying out Indenture Trustee, the Servicer’s Issuer, any Noteholder or any Series Enhancer. If, at any time, (x) the Excess Funding Account ceases to be a Qualified Account or (y) the Indenture Trustee no longer maintains the Excess Funding Account, then within ten Business Days (or such longer period as to which each Rating Agency may consent), the Indenture Trustee (or the Trustee’s duties hereunderServicer on its behalf) will establish a new Excess Funding Account meeting the conditions specified above, transfer any monies, instruments, securities, securities entitlements, documents, certificates of deposit and other property to such new Excess Funding Account and from the date such new Excess Funding Account is established, it will be the "Excess Funding Account." Any Eligible Institution at which the successor Excess Funding Account is established will deliver a written acceptance of its appointment and will agree to be bound by the provisions in this Indenture relating to the Securities Intermediary and the Bank as they relate to the Excess Funding Account. At Upon deposit of funds into the Excess Funding Account, the Servicer will provide written notice of the allocation of any funds deposited to the Excess Funding Account. Funds on deposit in the Excess Funding Account will, at the written direction of the Servicer, funds be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee or its nominee for the benefit of the Noteholders and any Series Enhancers. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Excess Funding Account Securities Subaccount. Funds on deposit in the Excess Funding Account to will be invested shall be invested by the Trustee in Permitted Investments, selected by the Servicer, Eligible Investments that will mature so that such funds will be available at no later than the close of business on the next Business Day. All such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securitiesfollowing Distribution Date; provided, however, that, if anythere is any Variable Funding Note Series outstanding, evidencing such Permitted Investmentsfunds must be available no later than the following Expected Final Payment Date (as defined in the Indenture Supplement for such Variable Funding Note Series). On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivables. On each Determination Distribution Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application Account will be treated as Interest Collections of Finance Charge Receivables with respect to the Monthly last day of the related Collection Period immediately preceding except as otherwise specified in the Monthly related Indenture Supplement. The Indenture Trustee will bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 8.03(b) nor for the selection of Eligible Investments in accordance with the provisions of this Indenture, any Indenture Supplement or the Transfer and Servicing Agreement[s]. On each Deposit Date on which the Net Adjusted Pool Balance is lower than the Required Pool Balance, the Transferor[s] will instruct the Servicer to deposit funds, otherwise allocable to the holders of the Transferor Interest, into the Excess Funding Account up to the amount of such deficiency. In addition, the holders of the Transferor Interest may transfer additional funds into the Excess Funding Account to make up for such deficiencies. On each Deposit Date on which funds are on deposit in the Excess Funding Account, the Servicer will determine the amount, if any, by which the sum of the Net Adjusted Pool Balance exceeds the Required Pool Balance and, if so directed by the Transferors, will instruct the Indenture Trustee to withdraw any such excess from the Excess Funding Account and distribute such excess to the Owner Trustee for distribution to the holders of the Transferor Interest in accordance with the Trust Agreement. During the Controlled Accumulation Period (or with respect to a Variable Funding Note Series, during the Controlled Amortization Period, Accumulation Period or Early Accumulation Period (each as defined in which the Indenture Supplement for such Transfer Date occurs. Interest (including reinvested interest) and other investment income and earnings on Variable Funding Note Series)), funds on deposit in the Excess Funding Account shall not will be considered part of the Excess Funding Amount for purposes of this Agreement. On each Determination Date on which one or more made available as Shared Principal Collections to any Series in a particular Group that is in an its Controlled Accumulation Period (or with respect to a Variable Funding Note Series, in its Controlled Amortization Period, Accumulation Period or Early Accumulation Period (each as defined in the Servicer shall determine Indenture Supplement for such Variable Funding Note Series)). Such funds will be deposited into the aggregate amount Principal Funding Account for such Series but only to the extent of Principal Shortfalls, if anythe Controlled Deposit Amount of such Series or, with respect to each Series a Variable Funding Note Series, in such Group (after giving effect to accordance with the allocation terms of the related Indenture Supplement. If an Early Amortization Period has commenced and payment provisions in subsection 4.03(e) and in the Supplement is continuing with respect to each such Series one or more outstanding series, any funds on the next succeeding Transfer Date), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from deposit in the Excess Funding Account on the next succeeding Transfer Date and allocate such amount among each such Series in the applicable Group will be treated as Shared Principal Collections as specified and will be allocated and distributed in each accordance with Section 8.05(c) and the terms of the related SupplementIndenture Supplements.

Excess Funding Account. (a) The Servicer has established and maintained and shall continue to maintain, with a Qualified Institution, in the name of the Trustee, on behalf of the Trust, for the benefit of the Holderscertificateholders of all outstanding Series, shall establish and maintain or cause to be established and maintained in including the name of the Trustee on behalf of the Trust, with a Qualified InstitutionCertificateholders, a segregated trust account (the “"Excess Funding Account”"). The Excess Funding Account will bear , bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders, and the such certificateholders. The Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. Pursuant The Excess Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the certificateholders of all outstanding Series, including the Certificateholders. If at any time the institution holding the Excess Funding Account ceases to the authority granted to the Servicer in Section 3.01(b)be a Qualified Institution, the Servicer Trustee shall have notify each Rating Agency and within 10 Business Days establish a new Excess Funding Account meeting the powerconditions specified above with a Qualified Institution, revocable by the and shall transfer any cash or any investments to such new Excess Funding Account. The Trustee, to at the direction of the Servicer, shall (i) make withdrawals and payments from the Excess Funding Account from time to time for the purposes set forth in subsections 4.05(c) and to instruct the Trustee to 4.09(f), and any comparable provision of any Supplement and (ii) make withdrawals and payments from deposits into the Excess Funding Account for the purposes as specified in subsection 4.05(c) and any comparable provision of carrying out the Servicer’s or the Trustee’s duties hereunder. At the written direction of the Servicer, funds any Supplement. (b) Funds on deposit in the Excess Funding Account to be invested shall be invested at the direction of the Transferor by the Trustee in Permitted Investments. Funds on deposit in the Excess Funding Account on any Transfer Date, selected by after giving effect to any withdrawals from the ServicerExcess Funding Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available at for withdrawal on or prior to the close of business on the next Business Day. All such Permitted Investments shall be held by the Trustee for the benefit of the Holdersfollowing Transfer Date. The Trustee shall maintain for the benefit of the Holders certificateholders of all outstanding Series, including the Certificateholders, possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds No Permitted Investment shall be withdrawn from the Excess Funding Account for distribution disposed of prior to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivablesits maturity. On each Determination Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Date from the Excess Funding Account and deposit in the Collection Account all All interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occurs. Interest (including reinvested interest) and other investment income and earnings accrued on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each Determination Date on which one or more Series retained in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each Series in such Group (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer Date), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account (to the extent that the Transferor Ownership Interest on any date does not exceed the next succeeding Transfer Date and allocate such amount among each such Series in Minimum Transferor Ownership Interest as of the applicable Group as Shared Principal Collections as specified in each related Supplementend of the immediately preceding Monthly Period).

Excess Funding Account. The TrusteeServicer, for the benefit of the HoldersInvestor Certificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee Trustee, on behalf of the Trust, with a Qualified Institution, a segregated trust account (the “Excess Funding Account”). The Excess Funding Account will bear with a Qualified Depository Institution bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders, and Investor Certificateholders (the "Excess Funding Account"). The Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. Pursuant to The Excess Funding Account shall be under the authority granted to sole dominion and control of the Servicer Trustee for the benefit of the Investor Certificateholders. Except as expressly provided in Section 3.01(b)this Agreement, the Servicer agrees that it shall have the powerno right of setoff or banker's lien against, revocable by the Trusteeand no right to otherwise deduct from, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from any funds held in the Excess Funding Account for any amount owed to it by the purposes of carrying out Trustee, the Servicer’s Trust, any Certificateholder, any Receivables Purchaser or any Enhancement Provider. If, at any time, the institution holding the Excess Funding Account ceases to be a Qualified Depository Institution, the Trustee upon notice by Servicer (or the Trustee’s duties hereunder. At Servicer on its behalf) shall promptly establish a new Excess Funding Account with a Qualified Depository Institution meeting the written direction of conditions specified above, transfer any cash or any investments to such new Excess Funding Account and from the Servicerdate such new Excess Funding Account is established, funds it shall be the "Excess Funding Account." Funds on deposit in the Excess Funding Account to be invested shall at the direction of the Servicer be invested by the Trustee in Permitted Investments, Investments selected by the Servicer. All such Permitted Investments shall be held by the Trustee for the benefit of the Investor Certificateholders. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Funds on deposit in the Excess Funding Account on any date (after giving effect to any withdrawals from the Excess Funding Account on such date) will be invested in Permitted Investments that will mature so that funds will be available at the close of business on the next Business Day. All Distribution Date following such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivablesdate. On each Determination Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer related Distribution Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables (allocable to the Certificates Series pro rata based on the Investor/Purchaser Percentage of each Certificate Series until paid in full) with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occursprior Due Period. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each any Determination Date on which no Certificate Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount by which the Seller Interest exceeds the Aggregate Minimum Seller Interest on such date and shall instruct the Trustee to withdraw such amount from the Excess Funding Account on the related Distribution Date and pay such amount to the Holder of the Exchangeable Seller Certificate. On any Determination Date on which one or more Certificate Series in a particular Group is in an Accumulation Period or Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each such Certificate Series in such Group that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer DateCertificate Series), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Distribution Date and allocate such amount among each such Certificate Series in the applicable Group as Shared Principal Collections as specified in each related Supplement.

Excess Funding Account. The Trustee, for the benefit of ---------------------- the HoldersCertificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee Trustee, on behalf of the Trust, with a Qualified Institution, an Eligible Institution a segregated trust account (the “"Excess Funding Account”"). The Excess Funding Account will bear , ---------------------- which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders, and the Investor Certificateholders. The Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. The Excess Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If, at any time, the institution holding the Excess Funding Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within five Business Days establish a new Excess Funding Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash and/or any investments to such new Excess Funding Account, and from the date such new Excess Funding Account is established, it shall be the "Excess Funding Account." Pursuant to the authority granted to the Servicer in Section 3.01(b3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from the Excess Funding Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. At the written direction of the Servicer, funds on deposit in the Excess Funding Account to be invested shall be invested by the Trustee in Permitted Investments, Eligible Investments selected by the Servicer, that will mature so that funds will be available at the close of business on the next Business Day. All such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivables. On each Determination Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occurs. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each Series in such Group (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer Date), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Date and allocate such amount among each such Series in the applicable Group as Shared Principal Collections as specified in each related Supplement.the

Excess Funding Account. The Indenture Trustee, for the benefit of the HoldersNoteholders and any Series Enhancers, shall will establish and maintain with the Indenture Trustee or cause to be established and maintained its nominee in the name of the Trustee Indenture Trustee, on behalf of the TrustIssuer, with a Qualified Institution, Account (including any subaccounts thereof) bearing a segregated trust account designation clearly indicating that the funds and other property credited thereto are held for the benefit of the Noteholders and any Series Enhancers (the “"Excess Funding Account”"). The Excess Funding Account will bear a designation clearly indicating that consist of two segregated subaccounts: (i) the funds "Excess Funding Account Securities Subaccount" to which financial assets (other than cash and money) credited to the Excess Funding Account will be credited and (ii) the "Excess Funding Account Cash Deposit Subaccount" to which cash and money deposited therein are held for in the benefit of the Holders, and the Excess Funding Account will be credited. The Indenture Trustee shall have sole dominion and control over and will possess all right, title and interest in all funds on Eligible Investments and all monies, instruments, securities, securities entitlement, documents, certificates of deposit and other property from time to time on deposit in or credited to the Excess Funding Account and in all proceeds thereofinterest, proceeds, earnings, income and revenue, dividends and other distributions thereof (including any accrued discount realized on liquidation of any investment purchased at a discount) for the benefit of the Noteholders and any Series Enhancers. Pursuant to Except as expressly provided in this Indenture and the authority granted to the Servicer in Section 3.01(b)Transfer and Servicing Agreements, the Servicer shall have the poweragrees that it has no right of setoff or banker's lien against, revocable by the Trusteeand no right to otherwise deduct from, to make withdrawals any funds and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from other property held in the Excess Funding Account for any amount owed to it by the purposes of carrying out Indenture Trustee, the Servicer’s Issuer, any Noteholder or any Series Enhancer. If, at any time, (x) the Excess Funding Account ceases to be a Qualified Account or (y) the Indenture Trustee no longer maintains the Excess Funding Account, then within ten Business Days (or such longer period as to which each Rating Agency may consent), the Indenture Trustee (or the Trustee’s duties hereunderServicer on its behalf) will establish a new Excess Funding Account meeting the conditions specified above, transfer any monies, instruments, securities, securities entitlements, documents, certificates of deposit and other property to such new Excess Funding Account and from the date such new Excess Funding Account is established, it will be the "Excess Funding Account." Any Eligible Institution at which the successor Excess Funding Account is established will deliver a written acceptance of its appointment and will agree to be bound by the provisions in this Indenture relating to the Securities Intermediary and the Bank as they relate to the Excess Funding Account. At Upon deposit of funds into the Excess Funding Account, the Servicer will provide written notice of the allocation of any funds deposited to the Excess Funding Account. Funds on deposit in the Excess Funding Account will, at the written direction of the Servicer, funds be invested by the Indenture Trustee or its nominee (including the Securities Intermediary) in Eligible Investments selected by the Servicer. All such Eligible Investments will be held by the Indenture Trustee or its nominee for the benefit of the Noteholders and any Series Enhancers. The Indenture Trustee will cause each Eligible Investment to be delivered to it or its nominee (including a securities intermediary) and will be credited to the Excess Funding Account Securities Subaccount. Funds on deposit in the Excess Funding Account to on any Distribution Date will be invested shall be invested by the Trustee in Permitted Investments, selected by the Servicer, Eligible Investments that will mature so that such funds will be available at no later than the close of business on the Business Day next Business Day. All such Permitted Investments shall be held by preceding the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investmentsfollowing Distribution Date. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivables. On each Determination Distribution Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application Account will be treated as Interest Collections of Finance Charge Receivables with respect to the Monthly last day of the related Collection Period immediately preceding except as otherwise specified in the Monthly Period related Indenture Supplement. The Indenture Trustee will bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 8.03(b) nor for the selection of Eligible Investments in accordance with the provisions of this Indenture, any Indenture Supplement or the Transfer and Servicing Agreements. On each Deposit Date on which the sum of the Net Adjusted Pool Balance on such Transfer Deposit Date occurs. Interest (including reinvested interestdetermined after giving effect to any Principal Receivables or, if applicable, interests in Other Floorplan Assets transferred to the Issuer) and other the aggregate funds on deposit in the Principal Funding Accounts (excluding any net investment income and earnings on amounts on deposit therein) for all Series is lower than the Required Pool Balance on such Deposit Date, the Transferors will instruct the Servicer to deposit funds, otherwise allocable to the holders of the Transferor Interest, into the Excess Funding Account up to the amount of such deficiency. In addition, the holders of the Transferor Interest may transfer additional funds into the Excess Funding Account to make up for such deficiencies. On each Deposit Date on which funds are on deposit in the Excess Funding Account, the Servicer will determine the amount, if any, by which the sum of the Net Adjusted Pool Balance on such Deposit Date (determined after giving effect to any Principal Receivables or, if applicable, interests in Other Floorplan Assets transferred to the Issuer) and the aggregate funds on deposit in the Principal Funding Accounts (excluding any net investment earnings on amounts on deposit therein) for all Series exceeds the Required Pool Balance on such Deposit Date and will instruct the Indenture Trustee to withdraw any such excess from the Excess Funding Account and distribute such excess to the Owner Trustee for distribution to the holders of the Transferor Interest in accordance with the Trust Agreement. During the Controlled Accumulation Period, funds on deposit in the Excess Funding Account shall not will be considered part made available as Shared Principal Collections to any Series that is in its Controlled Accumulation Period. Such funds will be deposited into the Principal Funding Account for such Series but only to the extent of the Excess Funding Controlled Deposit Amount for purposes of this Agreementsuch Series. On each Determination Date on which If an Early Amortization Period has commenced and is continuing with respect to one or more Series outstanding series, any funds on deposit in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each Series in such Group (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer Date), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Date and allocate such amount among each such Series in the applicable Group will be treated as Shared Principal Collections as specified and will be allocated and distributed in each accordance with Section 8.05(c) and the terms of the related SupplementIndenture Supplements.

Excess Funding Account. The Trustee, for the benefit of the HoldersCertificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee Trustee, on behalf of the Trust, with a Qualified Institution, an Eligible Institution a segregated trust account (the “Excess Funding Account”). The Excess Funding Account will bear , which may be a subaccount of the Collection Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Holders, and the Investor Certificateholders. The Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. The Excess Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor Certificateholders. If, at any time, the institution holding the Excess Funding Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within five Business Days establish a new Excess Funding Account meeting the conditions specified above with an Eligible Institution and shall transfer any cash and/or any investments to such new Excess Funding Account, and from the date such new Excess Funding Account is established, it shall be the “Excess Funding Account.” Pursuant to the authority granted to the Servicer in Section 3.01(b3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account and to instruct the Trustee to make withdrawals and payments from the Excess Funding Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. At the written direction of the Servicer, funds on deposit in the Excess Funding Account to be invested shall be invested by the Trustee in Permitted Investments, Eligible Investments selected by the Servicer. In the absence of written direction of the Servicer, funds on deposit in the Excess Funding Account shall be invested in money market funds as specified in clause (v) of the definition of Eligible Investments. All such Eligible Investments shall be held by the Trustee for the benefit of the Investor Certificateholders. The Trustee shall maintain for the benefit of the Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. Funds on deposit in the Excess Funding Account on any date (after giving effect to any withdrawals from the Excess Funding Account on such date) will be invested in Eligible Investments that will mature so that funds will be available at the close of business on the next Business Day. All Day following such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivablesdate. On each Determination Date, the Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Distribution Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occursprior Collection Period. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each Business Day, the Servicer shall determine the Transferor Amount, the Minimum Transferor Amount, the Aggregate Principal Receivables and the Minimum Aggregate Principal Receivables. If, on any Business Day, the Transferor Amount exceeds the Minimum Transferor Amount and the Aggregate Principal Receivables exceeds the Minimum Aggregate Principal Receivables, the Servicer shall instruct the Trustee in writing to withdraw an amount equal to the lesser of such excess amounts (but not to exceed the Excess Funding Amount) from the Excess Funding Account on such day and pay such amount to the Holder of the Exchangeable Transferor Certificate. If, on any Business Day, the Minimum Transferor Amount exceeds the Transferor Amount or the Minimum Aggregate Principal Receivables exceeds the Aggregate Principal Receivables, the Servicer shall deposit Collections of Principal Receivables that would otherwise be distributed to the Transferor on such day into the Excess Funding Account on such day in an amount equal to such excess amounts. On each Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each such Series in such Group that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer Distribution Date), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Distribution Date and allocate such amount among each such Series in the applicable Group as Shared Principal Collections as specified in each related Supplement.

Excess Funding Account. The Trustee, for the benefit of the HoldersCertificateholders, shall establish and maintain or cause to be established and maintained in the name of the Trustee on behalf of the Trust, with a Qualified Institution, a segregated trust account account, which may be a subaccount of the Collection Account, (the “"Excess Funding Account”"). The Excess Funding Account will bear a designation clearly indicating that the funds deposited therein are held for the benefit of the HoldersInvestor Certificateholders, and the Trustee shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. Pursuant to the authority granted to the The Master Servicer in Section 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account and to may instruct the Trustee to make withdrawals and payments from the Excess Funding Account for the purposes of carrying out the Master Servicer’s 's or the Trustee’s 's duties hereunder. At the written direction of the ServicerTransferor, funds on deposit in the Excess Funding Account to be invested shall be invested by the Trustee in Permitted Investments, selected by the ServicerTransferor, that will mature so that funds will be available at the close of business on the next Business Day. All such Permitted Investments shall be held by the Trustee for the benefit of the HoldersInvestor Certificateholders. The Trustee shall maintain for the benefit of the Holders Investor Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Master Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Exchangeable Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivables. On each Determination Date, the Master Servicer shall instruct the Trustee to withdraw on the next succeeding Transfer Distribution Date from the Excess Funding Account and deposit in the Collection Account apply all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the Related Monthly Period immediately preceding the Monthly Period in which such Transfer Date occursPeriod. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On each Determination Date on which one or more Series in a particular Group is in an Amortization Period, the Master Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each Series in such Group (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer Distribution Date), and the Master Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Distribution Date and allocate such amount among each such Series in the applicable Group as Shared Excess Principal Collections as specified in each related Supplement.

Excess Funding Account. The TrusteeServicer, for the benefit of the HoldersInvestor Certificateholders, shall establish and maintain or cause to be established and maintained in the United States in the name of the Trustee Trustee, on behalf of the Trust, with a Qualified Institution, a segregated trust account (the “Excess Funding Account”). The Excess Funding Account will bear with an institution which is and continues to be a Qualified Depository Institution bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the HoldersBeneficiaries (the "EXCESS FUNDING ACCOUNT"). The Trustee, and for the Trustee benefit of the Beneficiaries, shall have sole dominion and control over and possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. Pursuant to Without limiting the authority granted to rights of the Servicer set forth in Section 3.01(b)the next succeeding paragraph, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Excess Funding Account shall be under the sole dominion and to instruct control of the Trustee for the benefit of the Beneficiaries. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker's lien against, and no right to make withdrawals and payments from otherwise deduct from, any funds held in the Excess Funding Account for any amount owed to it by the purposes of carrying out Trustee, the Servicer’s Trust, any Certificateholder or any Enhancement Provider. If, at any time, the institution holding the Excess Funding Account ceases to be a Qualified Depository Institution, the Trustee upon written notice by Servicer (or the Trustee’s duties hereunder. At Servicer on its behalf) shall promptly establish a new Excess Funding Account with a Qualified Depository Institution meeting the written direction of conditions specified above, transfer any cash or any investments to such new Excess Funding POOLING AND SERVICING AGREEMENT Account and, from the Servicerdate such new Excess Funding Account is established, funds it shall be the "Excess Funding Account." Funds on deposit in the Excess Funding Account to be invested shall at the direction of the Servicer be invested by the Trustee in Permitted Investments, Investments selected by the Servicer. All such Permitted Investments shall be held by the Trustee for the benefit of the Beneficiaries. The Trustee shall maintain for the benefit of the Beneficiaries possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. Funds on deposit in the Excess Funding Account on any date (after giving effect to any withdrawals from the Excess Funding Account on such date) will be invested in Permitted Investments that will mature so that funds will be available at the close of business on the next Business DayDistribution Date following such date. All No such Permitted Investments shall be held by the Trustee for the benefit of the Holders. The Trustee shall maintain for the benefit of the Holders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. On each Business Day, the Servicer shall determine the amount by which the Transferor Interest exceeds the Minimum Transferor Interest on such date and shall instruct the Trustee liquidated prior to withdraw any such excess from the Excess Funding Account on such day and pay such amount to the Holder of the Transferor Certificate. Notwithstanding the foregoing, no funds shall be withdrawn from the Excess Funding Account for distribution to the Holder of the Transferor Certificate on any day if immediately after giving effect to such withdrawal the aggregate Principal Receivables in the Trust would be less than the Minimum Aggregate Principal Receivablesmaturity. On each Determination Date, the Servicer shall instruct the Trustee in writing to withdraw on the next succeeding Transfer related Distribution Date from the Excess Funding Account and deposit in the Collection Concentration Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables (allocable to each Series PRO RATA based on the Investor Percentage for each Series until paid in full) with respect to the Monthly Period immediately preceding the Monthly Period in which such Transfer Date occursprior Due Period. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the amount on deposit in such Excess Funding Amount Account for purposes of this Agreement. On each any Determination Date on which no Series is in an Amortization Period or an Early Amortization Period, the Servicer shall determine the amount by which the Transferor Invested Amount exceeds the Aggregate Minimum Transferor Invested Amount on such date and shall instruct the Trustee in writing to withdraw such amount from the Excess Funding Account, until the amount on deposit in the Excess Funding Account is reduced to zero, on the related Distribution Date and pay such amount to the holder of the Exchangeable Transferor Certificate; PROVIDED that such allocation shall be subject to Section 4.03(g). On any Determination Date on which one or more Series in a particular Group is in an Amortization Period or an Early Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each such Series in such Group that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in subsection 4.03(e) and in the Supplement with respect to each such Series on the next succeeding Transfer DateSeries), and the Servicer shall instruct the Trustee in writing to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the next succeeding Transfer Distribution Date and allocate such amount among each such Series in the applicable Group as Shared Principal Collections as specified in each related Supplement.