Common use of Excess Spread Clause in Contracts

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c).

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c).

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder distributed in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section subsection 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c).

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); ; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c).

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section subsection 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above above, shall be paid distributed, to the Collateral Interest Holder extent required, in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On The Trustee shall apply or before shall cause ------------- the Servicer to apply, on each Transfer Distribution Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the amount by which the Class A Required Amount, if any, Covered Amount with respect to such Transfer Distribution Date will exceeds Class A Available Funds with respect to such Distribution Date shall be used distributed to fund any such deficiency, in the order of priority of the enumerated items in the definition of Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); Covered Amount; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Class A Available Principal Collections and deposited into the Principal Account on for such Transfer Distribution Date; ; (c) an amount equal to Collateral Monthly Interest for such Distribution Date, plus the Class B Required Amountamount of any Collateral Monthly Interest ---- previously due but not distributed on a prior Distribution Date, if anyplus the ---- amount of any Collateral Additional Interest for such Distribution Date, with respect to such Transfer Date will be used to fund the Class B Required Amount and shall be applied first in accordance with, and in with the priority set forth in, subsection 4.09(bLoan Agreement; (d) and then any remaining an amount available equal to pay the Class B Investor Collateral Default Amount for such Distribution Date shall be treated as a portion of Investor Collateral Principal Collections and deposited into the Principal Account on with respect to such Transfer Distribution Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest Collateral Invested Amount has been reduced below pursuant to clause (b) of the initial Class B Investor Interest for reasons other than the payment definition of principal to the Class B Certificateholders "Collateral Invested Amount" (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreimbursed pursuant to this subsection 4.09(e) will or Section 2.12(b) of the Loan Agreement) shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder applied in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Cash Collateral Amount over the Adjusted Available Reserve Account Cash Collateral Amount (without giving effect to any deposit made on such date hereunder or any deposit pursuant to subsection 4.11(d) or 4.11(e)) shall be deposited into the Reserve Cash Collateral Account; (g) an amount equal to any unpaid portion of the Monthly Servicing Fee for such Distribution Date, plus the amount of any Monthly ---- Servicing Fee previously due but not distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer; and and (jh) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above balance shall be paid to the Collateral Interest Holder applied in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B heretoto the Series Supplement) to apply apply, and Trustee, acting in accordance with such instructions shall apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.11(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Charge- Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.11(b) and then any remaining amount available to pay the Class B Investor Net Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Initial Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be held in the Finance Charge Account, invested overnight in Permitted Investments and paid to the Collateral Interest Holder on the related Distribution Date in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller Transferor or The Bank of New York Trustee is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees Fee will be paid to the Servicer; ; (g) an amount equal to the Collateral Net Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fsubsection 4.18(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) an amount equal to all other amounts specified in the Loan Agreement (to the extent payable from "Available Non-Principal Funds," as defined therein) shall be held in the Finance Charge Account, invested overnight in Permitted Investments and distributed on the related Distribution Date in accordance with the Loan Agreement; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs clauses (a) through (i) above j), shall constitute "Excess Finance Charge Collections" to be paid applied with respect to the Collateral Interest Holder other Principal Sharing Series in accordance with subsection 5.01(c)Section 4.5 of the Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder distributed in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section subsection 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c).

Excess Spread. On The Trustee shall apply or before shall cause ------------- the Servicer to apply, on each Transfer Distribution Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the amount by which the Class A Required Amount, if any, Covered Amount with respect to such Transfer Distribution Date will exceeds Class A Available Funds with respect to such Distribution Date shall be used distributed to fund any such deficiency, in the order of priority of the enumerated items in the definition of Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); Covered Amount; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Class A Available Principal Collections and deposited into the Principal Account on for such Transfer Distribution Date; ; (c) an amount equal to Collateral Monthly Interest for such Distribution Date, plus the Class B Required Amountamount of any Collateral Monthly Interest ---- previously due but not distributed on a prior Distribution Date, if anyplus the ---- amount of any Collateral Additional Interest for such Distribution Date, with respect to such Transfer Date will be used to fund the Class B Required Amount and shall be applied first in accordance with, and in with the priority set forth in, subsection 4.09(bLoan Agreement; (d) and then any remaining an amount available equal to pay the Class B Investor Collateral Default Amount for such Distribution Date shall be treated as a portion of Investor Collateral Principal Collections and deposited into the Principal Account on with respect to such Transfer Distribution Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest Collateral Invested Amount has been reduced below pursuant to clause (b) of the initial Class B Investor Interest for reasons other than the payment definition of principal to the Class B Certificateholders "Collateral Invested Amount" (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreimbursed pursuant to this subsection 4.09(e) will or Section 2.12(b) of the Loan Agreement) shall be treated as a portion applied in accordance with the Loan Agreement; (f) an amount up to the excess, if any, of Investor Principal Collections and the Required Cash Collateral Amount over the Adjusted Available Cash Collateral Amount (without giving effect to any deposit made on such date hereunder or any deposit pursuant to subsection 4.11(d) or 4.11(e)) shall be deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Cash Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; Account; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a any unpaid portion of Investor Principal Collections and deposited into the Principal Account Monthly Servicing Fee for such Distribution Date, plus the amount of any Monthly ---- Servicing Fee previously due but not distributed to the Servicer on such Transfer a prior Distribution Date; , shall be distributed to the Servicer; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Distribution Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates is terminated as described set forth in Section 4.15(fsubsection 4.16(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through and (i) above the balance shall be paid to the Collateral Interest Holder applied in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) [RESERVED] (d) [RESERVED] (e) [RESERVED] (f) if none of the Transferor or an Affiliate of the Transferor is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Class B Servicing Fees shall be paid to the Servicer; (g) an amount equal to the Class B Investor Default Amount, if any, for the prior Monthly Period shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Required Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Investor (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) if there is not a Finance Charge Shortfall (as defined in the relevant Supplement for another outstanding Series in Group One) for any other Series in Group One, the balance shall be paid to the Class B Certificateholder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Excess Spread as described above, the Servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 2000-1 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); ; (f) if the Seller FIA or The Bank of New York Mellon is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) on each Transfer Date, an amount equal to the sum of the Note Reserve Deficiency and the Administration Fee (as such terms are defined in the Transfer Agreement) as of such Transfer Date shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (k) if FIA or The Bank of New York Mellon is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Class D Servicing Fees will be paid to the Servicer; (l) an amount equal to the Class D Investor Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (m) an amount equal to the aggregate amount by which the Class D Investor Interest has been reduced for reasons other than the payment of amounts with respect to the Class D Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; and (n) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (im) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c).

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; (j) the balance, if any, after giving effect to payments made pursuant to subparagraphs (a) through (i) above, shall be distributed, to the extent required, in accordance with the Loan Agreement; (k) on each Transfer Date prior to the date on which the Swap Reserve Fund terminates as described in subsection 4.16(f), the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (j) above, in an amount not to exceed the excess, if any, of the Required Swap Reserve Fund Amount over the Available Swap Reserve Fund Amount shall be deposited into the Swap Reserve Fund; (l) after giving effect to payments made pursuant to subparagraphs (a) through (k) above, an amount equal to the sum of (i) the Payment Carryforward Amount, if any, for such Transfer Date plus the amount of any previously due but not paid Payment Carryforward Amounts and (jii) the amount, if any, owed to the Swap Counterparty by the Trust due to an early termination of the Interest Rate Swap pursuant to the terms thereof; and (m) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (il) above above, shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)of the Seller Certificate.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct Receivables Trustee acting on the advice of the Trust Cash Manager will apply or cause the Receivables Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an An amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be allocated and applied in accordance withwith Clause 5.09(c), and in the priority set forth out in, subsection 4.09(aClause 5.10(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed reinstated will be allocated to the Series 04-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class A and utilised to reinstate the Class A Investor Interest and be treated as a portion of Investor Principal Collections allocated to the Series 04-2 Investor Beneficiary Interest for the purposes of calculation treated as referable to Class A and deposited into credited to the Principal Account Collections Ledger on such Transfer Date; ; (c) in priority, (i) first an amount equal to the Class B Required Amount (excluding the Class B Investor Default Amount), if any, with respect to such Transfer Date will be used to fund the Class B Required Amount (excluding the Class B Investor Default Amount) and will be allocated and applied first in accordance withwith Clause 5.09(c), and in the priority set forth out in, subsection 4.09(bClause 5.10(b); and (ii) and then secondly, any remaining amount available to pay the Class B Investor Default Amount shall be allocated to the Series 04-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class B and treated as a portion of Investor Principal Collections allocated to the Series 04-2 Investor Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class B and credited to the Principal Account Collections Ledger on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Initial Investor Interest for reasons other than the payment of principal amounts to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreinstated) will be allocated to the Series 04-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class B and utilised to reinstate the Class B Investor Interest and treated as a portion of Investor Principal Collections allocated to the Series 04-2 Investor Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class B and credited to the Principal Account Collections Ledger on such Transfer Date; ; (e) [DELIBERATELY LEFT BLANK] (f) an amount equal to the Collateral Minimum sum of the Class C Monthly Interest plus Finance Amount, the amount of any past due Collateral Minimum Monthly Interest for Class C Deficiency Amount and the Class C Additional Finance Amount (as at such Transfer Date Date) will be paid credited to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; Class C Distribution Ledger; (g) [DELIBERATELY LEFT BLANK]; (h) an amount equal to the Collateral Class C Investor Default Amount, if any, Amount shall be allocated to the Series 04-2 Investor Beneficiary Interest and for the prior Monthly Period will be purposes of calculation treated as referable to Class C and treated as a portion of Investor Principal Collections allocated to the Series 04-2 Investor Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class C and credited to the Principal Account Collections Ledger on such Transfer Date; ; (hi) an amount equal to the aggregate amount by which the Collateral Class C Investor Interest Amount has been reduced below the Class C Initial Investor Interest for reasons other than the payment of principal amounts with respect to the Collateral Monthly Principal Class C (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreinstated) will be utilised to reinstate the Class C Investor Interest and treated as a portion of Investor Principal Collections allocated to the Series 04-2 Investor Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class C and credited to the Principal Account Collections Ledger on such Transfer Date; ; (ij) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fClause 5.22(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be allocated to the Series 04-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class A and deposited into the Reserve Account; (k) on any Transfer Date on which the Available Spread Account Amount is less than the Required Spread Account Amount, an amount up to the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount will be allocated to the Series 04-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class C and deposited into the Spread Account; (l) an amount equal to the Aggregate Investor Indemnity Amount, if any, for the prior Monthly Period (together with any amounts in respect of previous Monthly Periods which are unpaid) will be allocated to the Series 04-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class A and paid by the Receivables Trustee to the Transferor (to the extent that the Investor Beneficiary does not meet the said amount from other sources) whereupon such amount shall cease to be Trust Property and shall be owned by the Transferor absolutely; (m) an amount equal to the Series 04-2 Extra Amount for such Transfer Date will be allocated to the Series 04-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class A and paid into the Series 04-2 Distribution Account whereupon such amount shall cease to be Trust Property and shall be owned by the Series 04-2 Investor Beneficiary absolutely; and and (jn) the balance, if any, after giving effect to the payments made pursuant to subparagraphs paragraphs (a) through (im) (inclusive) above shall be paid to the Collateral Excess Interest Holder Beneficiary in accordance with subsection 5.01(c)respect of its rights relating to Trust Property calculated by reference to Series 04-2 whereupon such amount shall cease to be Trust Property and shall be owned by the Excess Interest Beneficiary absolutely.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); 4.16(a) hereof; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.16(b) hereof and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Initial Investor Interest for reasons other than the payment of principal to the Class B (e) if JCPenney or an Affiliate thereof is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Class B Certificateholders Servicing Fees shall be paid to the Servicer, Investor Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ef) an amount equal to the Collateral Minimum Class C Monthly Interest plus the amount of any past due Collateral Minimum Class C Monthly Interest for such Transfer the related Distribution Date will shall be paid distributed to the Collateral Class C Investor Interest Holder in accordance with subsection 5.01(c); Holder; (fg) if the Seller JCPenney or The Bank of New York an Affiliate thereof is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Class C Servicing Fees will shall be paid to the Servicer; ; (gh) an amount equal to the Collateral Class C Investor Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (hi) an amount equal to the aggregate amount by which the Collateral Class C Investor Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Class C Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)of the Exchangeable Certificate.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11 (a) (i) (to the extent not paid pursuant to subsection 4.11(e)), 2.11(a)(ii) and 2.11(a)(iii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1998-6 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Trans fer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11(a)(ii) and (jiii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1998-5 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect princi- pal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11 (a) (i) (to the extent not paid pursuant to subsection 4.11(e)), 2.11(a)(ii) and 2.11(a)(iii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Excess Spread as described above, the Servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1999-2 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On The Trustee shall apply or before shall ------------- cause the Servicer to apply, on each Transfer Distribution Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the amount by which the Class A Required Amount, if any, Covered Amount with respect to such Transfer Distribution Date will exceeds Class A Available Funds with respect to such Distribution Date shall be used distributed to fund any such deficiency, in the order of priority of the enumerated items in the definition of Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); Covered Amount; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Class A Available Principal Collections and deposited into the Principal Account on for such Transfer Distribution Date; ; (c) an amount equal to Collateral Monthly Interest for such Distribution Date, plus the Class B Required Amountamount of any Collateral Monthly Interest ---- previously due but not distributed on a prior Distribution Date, if anyplus the ---- amount of any Collateral Additional Interest for such Distribution Date, with respect to such Transfer Date will be used to fund the Class B Required Amount and shall be applied first in accordance with, and in with the priority set forth in, subsection 4.09(bLoan Agreement; (d) and then any remaining an amount available equal to pay the Class B Investor Collateral Default Amount for such Distribution Date shall be treated as a portion of Investor Collateral Principal Collections and deposited into the Principal Account on with respect to such Transfer Distribution Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest Collateral Invested Amount has been reduced below pursuant to clause (b) of the initial Class B Investor Interest for reasons other than the payment definition of principal to the Class B Certificateholders "Collateral Invested Amount" (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreimbursed pursuant to this subsection 4.09(e) will or Section 2.12(b) of the Loan Agreement) shall be treated as a portion applied in accordance with the Loan Agreement; (f) an amount up to the excess, if any, of Investor Principal Collections and the Required Cash Collateral Amount over the Adjusted Available Cash Collateral Amount (without giving effect to any deposit made on such date hereunder or any deposit pursuant to subsection 4.11(d) or 4.11(e)) shall be deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Cash Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; Account; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a any unpaid portion of Investor Principal Collections and deposited into the Principal Account Monthly Servicing Fee for such Distribution Date, plus the amount of any Monthly ---- Servicing Fee previously due but not distributed to the Servicer on such Transfer a prior Distribution Date; , shall be distributed to the Servicer; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Distribution Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates is terminated as described set forth in Section 4.15(fsubsection 4.16(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through and (i) above the balance shall be paid to the Collateral Interest Holder applied in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Class C Monthly Interest for such Transfer Date, plus the amount of any past due Collateral Minimum Monthly Class C Deficiency Amount for such Transfer Date, plus the amount of any Class C Additional Interest for such Transfer Date Date, shall be deposited by the Servicer or the Trustee into the Distribution Account; provided, however, that in the event that Class C Monthly Interest exceeds the amount of Excess Spread available (after giving effect to subsections 4.11(a) through (d) above) to fund such Class C Monthly Interest a draw will be paid to made from amounts available for distribution in the Collateral Spread Account (at the times and in the amounts specified in the Class C Supplemental Agreement) for deposit into the Distribution Account for application as Class C Monthly Interest Holder in accordance with this subsection 5.01(c4.11(e); . (f) if the Seller FIA or The Bank of New York Mellon is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Class C Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Class C Investor Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Class C Investor Interest Amount has been reduced for reasons other than the deposit into the Distribution Account for payment of amounts with respect principal to the Collateral Monthly Principal Class C Investor Interest Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion aportion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) an amount equal to the amounts required to be deposited in the Spread Account pursuant to the Class C Supplemental Agreement shall (after giving effect to the payments made pursuant to subparagraphs (a) through (i) above) be deposited into the Spread Account as provided in the Class C Supplemental Agreement; (k) if FIA or The Bank of New York Mellon is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Class D Servicing Fees will be paid to the Servicer; (l) an amount equal to the Class D Investor Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (m) an amount equal to the aggregate amount by which the Class D Investor Interest has been reduced for reasons other than the payment of amounts with respect to the Class D Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; and (n) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (im) above above, shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)of the Transferor Interest.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B heretoB) to apply, and Trustee, acting in accordance with such instructions shall apply (or be deemed, in accordance with Section 4.7(d), to apply), Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(aSection 4.11(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Charge- Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and and, during the Controlled Accumulation Period or the Early Amortization Period, deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(bSection 4.11(b) and then any remaining amount available to pay the Class B Investor Default Reduction Amount shall be treated as a portion of Investor Principal Collections and and, during the Controlled Accumulation Period or the Early Amortization Period, deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest Invested Amount has been reduced below the initial Class B Investor Interest Invested Amount for reasons other than the payment of principal to the Class B Certificateholders Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and and, during the Controlled Accumulation Period or the Early Amortization Period, deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Class C Monthly Interest plus the amount of any past due Collateral Minimum Class C Monthly Interest for such Transfer Date will be paid to the Collateral Class C Interest Holder Holders in accordance with subsection 5.01(c); the Class C Supplemental Agreement. (f) if the Seller Transferor or The Bank any of New York its Affiliates is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Class C Servicing Fees (less, if WFN is Servicer, amounts previously retained towards payment of such fee) will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Class C Reduction Amount, if any, for the prior related Monthly Period will be treated as a portion of Investor Principal Collections and and, during the Controlled Accumulation Period or the Early Amortization Period, deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Class C Invested Amount has been reduced for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Class C Interest Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and and, during the Controlled Accumulation Period or the Early Amortization Period, deposited into the Principal Account on such Transfer Date; ; (i) an amount up to the excess, if any, of the Required Cash Collateral Amount (determined after all deposits, withdrawals, reductions, payments and adjustments to be made with respect to such date) over the Available Cash Collateral Amount (without giving effect to any deposit made on such date hereunder) shall be deposited in the Cash Collateral Account; (j) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f4.17(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; (k) an amount equal to all other amounts due under the Class C Supplemental Agreement shall be distributed in accordance with the Class C Supplemental Agreement; and and (jl) the balance, if any, after giving effect to the payments made pursuant to subparagraphs clauses (a) through (ik) above shall constitute "Excess Finance Charge Collections" to be paid applied with respect to the Collateral Interest Holder other Series in accordance with subsection 5.01(c)Section 4.5 of the Agreement.

Excess Spread. On or before each Transfer Date, the ------------- Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount ---- of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11(a)(i), (ii) and (jiii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1997-5 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the ------------- Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the ---- amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11(a)(i), (ii) and (jiii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the Servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1998-2 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B heretoB) to apply apply, and the Trustee, acting in accordance with such instructions shall apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Remaining Unpaid Trustee Fee, if any; (b) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.11(a); ; (bc) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (cd) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.11(b) and then any remaining amount available to pay the Class B Investor Default Amount for prior Monthly Periods shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ef) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (fg) if the Seller or The Bank of New York is Originators are the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (gh) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (hi) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ij) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fsubsection 4.17(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (k) an amount equal to all other amounts due under the Loan Agreement (to the extent payable from "Available Non-Principal Funds," as defined therein) shall be distributed in accordance with the Loan Agreement; (l) an amount equal to the sum of (x) any Class A Shortfall Amount for the current Distribution Date and (jy) any accrued and unpaid Class A Carry-Over Amount from a prior Distribution Date shall be deposited by the Servicer or the Trustee in the Class A Interest Funding Account for payment to the Class A Holders on the applicable Payment Date; (m) an amount equal to the sum of (x) any Class B Shortfall Amount for the current Distribution Date and (y) any accrued and unpaid Class B Carry-Over Amount from a prior Distribution Date shall be deposited by the Servicer or the Trustee into the Class B Interest Funding Account for payment to the Class B Holders on the applicable Payment Date; (n) any remaining amounts owed to the Trustee if any, in excess of the Unpaid Trustee Fee, to the extent not paid by the Transferor; and (o) the balance, if any, after giving effect to the payments made pursuant to subparagraphs clauses (a) through (il) above shall constitute "Excess Finance Charge Collections" to be paid applied with respect to the Collateral Interest Holder other Series in accordance with subsection 5.01(c)Section 4.5 of the Agreement.

Excess Spread. On or before each Transfer Date, the ------------- Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount ---- of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11(a)(i), (ii) and (jiii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1998-3 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, ------------- the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the ---- amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11(a)(i), (ii) and (jiii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1997-1 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before the second Business Day prior to each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B heretoB) to apply apply, and the Trustee, acting in accordance with such instructions shall apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Remaining Unpaid Trustee Fee, if any, shall be distributed to the Trustee; (b) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund amounts comprising the Class A Required Amount not paid pursuant to subsection 4.11(a) and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.11(a); ; (bc) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (cd) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund amounts comprising the Class B Required Amount not paid pursuant to subsection 4.11(b) and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.11(b) and then any remaining amount available to pay the Class B Investor Default Amount for the prior Monthly Period shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ef) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid deposited into the Collateral Interest Monthly Interest Funding Account, for distribution to the Collateral Interest Holder in accordance with subsection 5.01(c); on the applicable Payment Date; (fg) if the Seller or The Bank of New York is Originators are the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (gh) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (hi) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ij) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fsubsection 4.17(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; (k) an amount equal to all other amounts due under the Loan Agreement (to the extent payable from "Available Non-Principal Funds," as defined therein) shall be distributed in accordance with the Loan Agreement; (l) [Reserved.] (m) [Reserved.] (n) the Investor Percentage of any remaining amounts owed to the Trustee, if any, pursuant to the Fee Agreement in excess of the Unpaid Trustee Fee, to the extent not paid by the Transferor; and and (jo) the balance, if any, after giving effect to the payments made pursuant to subparagraphs clauses (a) through (in) above shall constitute "Excess Finance Charge Collections" to be paid applied with respect to the Collateral Interest Holder other Series in accordance with subsection 5.01(c)Section 4.5 of the Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); ; (f) if the Seller FIA or The Bank of New York Mellon is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section subsection 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) on each Transfer Date, an amount equal to the sum of the Note Reserve Deficiency and the Administration Fee (as such terms are defined in the Transfer Agreement) as of such Transfer Date shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (k) if FIA or The Bank of New York Mellon is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Class D Servicing Fees will be paid to the Servicer; (l) an amount equal to the Class D Investor Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (m) an amount equal to the aggregate amount by which the Class D Investor Interest has been reduced for reasons other than the payment of amounts with respect to the Class D Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; and (n) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (im) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c).

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B heretoto the Series Supplement) to apply apply, and Trustee, acting in accordance with such instructions shall apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.11(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Charge- Offs which have not been previously reimbursed will be treated as a portion of 37 Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.11(b) and then any remaining amount available to pay the Class B Investor Net Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Initial Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be held in the Finance Charge Account, invested overnight in Permitted Investments and paid to the Collateral Interest Holder on the related Distribution Date in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller Transferor or The Bank of New York Trustee is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees Fee will be paid to the Servicer; ; (g) an amount equal to the Collateral Net Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fsubsection 4.18(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) an amount equal to all other amounts specified in the Loan Agreement (to the extent payable from "Available Non-Principal Funds," as defined therein) shall be held in the Finance Charge Account, invested overnight in Permitted Investments and distributed on the related Distribution Date in accordance with the Loan Agreement; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs clauses (a) through (i) above j), shall constitute "Excess Finance Charge Collections" to be paid applied with respect to the Collateral Interest Holder other Principal Sharing Series in accordance with subsection 5.01(c)Section 4.5 of the Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: (acc) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); (bdd) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (cee) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (dff) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (egg) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)the Loan Agreement; (fhh) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (gii) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (hjj) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (ikk) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (jll) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder distributed in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11(a)(i), (ii) and (jiii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1997-2 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the ------------- Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); 4.16(a) hereof; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.16(b) hereof and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) if JCPenney or an Affiliate thereof is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Class B Servicing Fees shall be paid to the Servicer; (e) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Initial Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Investor Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ef) an amount equal to the Collateral Minimum Class C Monthly Interest plus the amount of any past due Collateral Minimum Class C Monthly Interest for such Transfer the related Distribution Date will shall be paid distributed to the Collateral Class C Investor Interest Holder in accordance with subsection 5.01(c); Holder; (fg) if the Seller JCPenney or The Bank of New York an Affiliate thereof is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Class C Servicing Fees will shall be paid to the Servicer; ; (gh) an amount equal to the Collateral Class C Investor Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (hi) an amount equal to the aggregate amount by which the Collateral Class C Investor Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Class C Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (i) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)of the Exchangeable Certificate.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct Receivables Trustee acting on the advice of the Trust Cash Manager will apply or cause the Receivables Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an An amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be allocated and applied in accordance with, and in the priority set forth out in, subsection 4.09(aClause 5.10(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed reinstated will be allocated to the Series 02-1 Beneficiary Interest and for the purposes of calculation treated as referable to Class A and utilised to reinstate the Class A Investor Interest and be treated as a portion of Investor Principal Collections allocated to the Series 02-1 Beneficiary Interest for the purposes of calculation treated as referable to Class A and deposited into credited to the Principal Account Collections Ledger on such Transfer Date; ; (c) in priority, (i) first an amount equal to the Class B Required Amount (excluding the Class B Investor Default Amount), if any, with respect to such Transfer Date will be used to fund the Class B Required Amount (excluding the Class B Investor Default Amount) and will be allocated and applied first in accordance with, and in the priority set forth out in, subsection 4.09(bClause 5.10(b); and (ii) and then secondly, any remaining amount available to pay the Class B Investor Default Amount shall be allocated to the Series 02-1 Beneficiary Interest and for the purposes of calculation treated as referable to Class B and treated as a portion of Investor Principal Collections allocated to the Series 02-1 Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class B and credited to the Principal Account Collections Ledger on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Initial Investor Interest for reasons other than the payment of principal amounts to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreinstated) will be allocated to the Series 02-1 Beneficiary Interest and for the purposes of calculation treated as referable to Class B and utilised to reinstate the Class B Investor Interest and treated as a portion of Investor Principal Collections allocated to the Series 02-1 Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class B and credited to the Principal Account Collections Ledger on such Transfer Date; ; (e) [DELIBERATELY LEFT BLANK] (f) an amount equal to the Collateral Minimum sum of the Class C Monthly Interest plus Finance Amount, the amount of any past due Collateral Minimum Monthly Interest for Class C Deficiency Amount and the Class C Additional Finance Amount (as at such Transfer Date Date) will be paid credited to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; Class C Distribution Ledger; (g) [DELIBERATELY LEFT BLANK]; (h) an amount equal to the Collateral Class C Investor Default Amount, if any, Amount shall be allocated to the Series 02-1 Beneficiary Interest and for the prior Monthly Period will be purposes of calculation treated as referable to Class C and treated as a portion of Investor Principal Collections allocated to the Series 02-1 Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class C and credited to the Principal Account Collections Ledger on such Transfer Date; ; (hi) an amount equal to the aggregate amount by which the Collateral Class C Investor Interest Amount has been reduced below the Class C Initial Investor Interest for reasons other than the payment of principal amounts with respect to the Collateral Monthly Principal Class C (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreinstated) will be utilised to reinstate the Class C Investor Interest and treated as a portion - 80 - of Investor Principal Collections allocated to the Series 02-1 Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class C and credited to the Principal Account Collections Ledger on such Transfer Date; ; (ij) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fClause 5.22(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be allocated to the Series 02-1 Beneficiary Interest and for the purposes of calculation treated as referable to Class A and deposited into the Reserve Account; (k) on any Transfer Date on which the Available Spread Account Amount is less than the Required Spread Account Amount, an amount up to the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount will be allocated to the Series 02-1 Beneficiary Interest and for the purposes of calculation treated as referable to Class C and deposited into the Spread Account; (l) an amount equal to the Aggregate Investor Indemnity Amount, if any, for the prior Monthly Period (together with any amounts in respect of previous Monthly Periods which are unpaid) will be allocated to the Series 02-1 Beneficiary Interest and for the purposes of calculation treated as referable to Class A and paid by the Receivables Trustee to the Transferor (to the extent that the Investor Beneficiary does not meet the said amount from other sources) whereupon such amount shall cease to be Trust Property and shall be owned by the Transferor absolutely; (m) an amount equal to the Series 02-1 Extra Amount for such Transfer Date will be allocated to the Series 02-1 Beneficiary Interest and for the purposes of calculation treated as referable to Class A and paid into the Series 02-1 Distribution Account whereupon such amount shall cease to be Trust Property and shall be owned by the Series 02-1 Investor Beneficiary absolutely; and and (jn) the balance, if any, after giving effect to the payments made pursuant to subparagraphs paragraphs (a) through (im) (inclusive) above shall be paid to the Collateral Excess Interest Holder Beneficiary in accordance with subsection 5.01(c)respect of its rights relating to Trust Property calculated by reference to Series 02-1 whereupon such amount shall cease to be Trust Property and shall be owned by the Excess Interest Beneficiary absolutely.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Collateral Minimum Class C Monthly Interest for such Transfer Date, plus the amount of any past due Collateral Minimum Monthly Class C Deficiency Amount for such Transfer Date, plus the amount of any Class C Additional Interest for such Transfer Date Date, shall be deposited by the Servicer or the Trustee into the Distribution Account; provided, however, that in the event that Class C Monthly Interest exceeds the amount of Excess Spread available (after giving effect to subsections 4.11(a) through (d) above) to fund such Class C Monthly Interest a draw will be paid to made from amounts available for distribution in the Collateral Spread Account (at the times and in the amounts specified in the Class C Supplemental Agreement) for deposit into the Distribution Account for application as Class C Monthly Interest Holder in accordance with this subsection 5.01(c4.11(e); . (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Class C Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Class C Investor Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Class C Investor Interest Amount has been reduced for reasons other than the deposit into the Distribution Account for payment of amounts with respect principal to the Collateral Monthly Principal Class C Investor Interest Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; (j) an amount equal to the amounts required to be deposited in the Spread Account pursuant to the Class C Supplemental Agreement shall (after giving effect to the payments made pursuant to subparagraphs (a) through (i) above) be deposited into the Spread Account as provided in the Class C Supplemental Agreement; and (jk) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above above, shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)of the Seller Certificate.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11 (a) (i) (to the extent not paid pursuant to subsection 4.11(e)), 2.11(a)(ii) and 2.11(a)(iii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1999-1 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B heretoB) to apply apply, and Trustee, acting in accordance with such instructions shall apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.11(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.11(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Originators are Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fsubsection 4.17(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the sum of (x) any Class A Shortfall Amount for the current Distribution Date and (jy) any accrued and unpaid Class A Carry-Over Amount from a prior Distribution Date shall be deposited by Servicer or Trustee in the Interest Funding Account for payment to the Class A Holders on the applicable Payment Date; (k) an amount equal to the sum of (x) any Class B Shortfall Amount for the current Distribution Date and (y) any accrued and unpaid Class B Carry-Over Amount from a prior Distribution Date shall be deposited by Servicer or Trustee into the Interest Funding Account for payment to the Class B Holders on the applicable Payment Date; (l) an amount equal to all other amounts due under the Loan Agreement (to the extent payable from "Available Principal Funds," as defined therein) shall be distributed in accordance with the Loan Agreement; and (m) the balance, if any, after giving effect to the payments made pursuant to subparagraphs clauses (a) through (il) above shall constitute "Excess Finance Charge Collections" to be paid applied with respect to the Collateral Interest Holder other Series in accordance with subsection 5.01(c)Section 4.5 of the Agreement.

Excess Spread. On or before the second Business Day prior to each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B heretoB) to apply apply, and the Trustee, acting in accordance with such instructions shall apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Remaining Unpaid Trustee Fee, if any, shall be distributed to the Trustee; (b) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund amounts comprising the Class A Required Amount not paid pursuant to subsection 4.11(a) and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.11(a); ; (bc) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (cd) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund amounts comprising the Class B Required Amount not paid pursuant to subsection 4.11(b) and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.11(b) and then any remaining amount available to pay the Class B Investor Default Amount for the prior Monthly Period shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ef) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid deposited into the Collateral Interest Monthly Interest Funding Account, for distribution to the Collateral Interest Holder in accordance with subsection 5.01(c); on the applicable Payment Date; (fg) if the Seller or The Bank of New York is Originators are the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (gh) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (hi) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ij) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fsubsection 4.17(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (k) an amount equal to all other amounts due under the Loan Agreement (to the extent payable from "AVAILABLE NON-PRINCIPAL FUNDS," as defined therein) shall be distributed in accordance with the Loan Agreement; (l) an amount equal to the sum of (x) any Class A Shortfall Amount for the current Distribution Date and (jy) any accrued and unpaid Class A Carry-Over Amount from a prior Distribution Date shall be deposited by the Servicer or the Trustee in the Class A Interest Funding Account for payment to the Class A Holders on the applicable Payment Date; (m) an amount equal to the sum of (x) any Class B Shortfall Amount for the current Distribution Date and (y) any accrued and unpaid Class B Carry-Over Amount from a prior Distribution Date shall be deposited by the Servicer or the Trustee into the Class B Interest Funding Account for payment to the Class B Holders on the applicable Payment Date; (n) the Investor Percentage of any remaining amounts owed to the Trustee, if any, pursuant to the Fee Agreement in excess of the Unpaid Trustee Fee, to the extent not paid by the Transferor; and (o) the balance, if any, after giving effect to the payments made pursuant to subparagraphs clauses (a) through (in) above shall constitute "EXCESS FINANCE CHARGE COLLECTIONS" to be paid applied with respect to the Collateral Interest Holder other Series in accordance with subsection 5.01(c)Section 4.5 of the Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B heretoB) to apply apply, and Trustee, acting in accordance with such instructions shall apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.11(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.11(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Originators are Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fsubsection 4.17(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to all other amounts due under the Loan Agreement (to the extent payable from "Available Non- Principal Funds," as defined therein) shall be distributed in accordance with the Loan Agreement; (k) an amount equal to the sum of (x) any Class A Shortfall Amount for the current Distribution Date and (jy) any accrued and unpaid Class A Carry-Over Amount from a prior Distribution Date shall be deposited by Servicer or Trustee in the Class A Interest Funding Account for payment to the Class A Holders on the applicable Payment Date; (l) an amount equal to the sum of (x) any Class B Shortfall Amount for the current Distribution Date and (y) any accrued and unpaid Class B Carry-Over Amount from a prior Distribution Date shall be deposited by Servicer or Trustee into the Class B Interest Funding Account for payment to the Class B Holders on the applicable Payment Date; and (m) the balance, if any, after giving effect to the payments made pursuant to subparagraphs clauses (a) through (il) above shall constitute "Excess Finance Charge Collections" to be paid applied with respect to the Collateral Interest Holder other Series in accordance with subsection 5.01(c)Section 4.5 of the Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); ; (f) if the Seller FIA or The Bank of New York Mellon is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section subsection 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) on each Transfer Date, an amount equal to the sum of the Note Reserve Deficiency and the Administration Fee (as such terms are defined in the Transfer Agreement) as of such Transfer Date shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (k) if FIA or The Bank of New York Mellon is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Class D Servicing Fees will be paid to the Servicer; (l) an amount equal to the Class D Investor Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (m) an amount equal to the aggregate amount by which the Class D Investor Interest has been reduced for reasons other than the payment of amounts with respect to the Class D Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; and (n) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (im) above shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c5.01(f).

Excess Spread. On The Trustee shall apply or before shall cause ------------- the Servicer to apply, on each Transfer Distribution Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the amount by which the Class A Required Amount, if any, Covered Amount with respect to such Transfer Distri- bution Date will exceeds Class A Available Funds with respect to such Distribution Date shall be used distributed to fund any such deficiency, in the order of priority of the enumerated items in the definition of Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); Covered Amount; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Class A Available Principal Collections and deposited into the Principal Account on for such Transfer Distribution Date; ; (c) an amount equal to Collateral Monthly Interest for such Distribution Date, plus the Class B Required Amountamount of any Collateral Monthly Interest ---- previously due but not distributed on a prior Distribution Date, if anyplus the ---- amount of any Collateral Additional Interest for such Distribution Date, with respect to such Transfer Date will be used to fund the Class B Required Amount and shall be applied first in accordance with, and in with the priority set forth in, subsection 4.09(bLoan Agreement; (d) and then any remaining an amount available equal to pay the Class B Investor Collateral Default Amount for such Distribution Date shall be treated as a portion of Investor Collateral Principal Collections and deposited into the Principal Account on with respect to such Transfer Distribution Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest Collateral Invested Amount has been reduced below pursuant to clause (b) of the initial Class B Investor Interest for reasons other than the payment definition of principal to the Class B Certificateholders "Collateral Invested Amount" (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreimbursed pursuant to this subsection 4.09(e) will or Section 2.12(b) of the Loan Agreement) shall be treated as a portion applied in accordance with the Loan Agreement; (f) an amount up to the excess, if any, of Investor Principal Collections and the Required Cash Collateral Amount over the Adjusted Available Cash Collateral Amount (without giving effect to any deposit made on such date hereunder or any deposit pursuant to subsection 4.11(d) or 4.11(e)) shall be deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Cash Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; Account; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a any unpaid portion of Investor Principal Collections and deposited into the Principal Account Monthly Servicing Fee for such Distribution Date, plus the amount of any Monthly ---- Servicing Fee previously due but not distributed to the Servicer on such Transfer a prior Distribution Date; , shall be distributed to the Servicer; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Distribution Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates is terminated as described set forth in Section 4.15(fsubsection 4.16(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through and (i) above the balance shall be paid to the Collateral Interest Holder applied in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (c) [RESERVED] (d) [RESERVED] (e) [RESERVED] (f) an amount equal to the aggregate amount of accrued but unpaid Class B Servicing Fees shall be paid to the Servicer; (g) an amount equal to the Class B Investor Default Amount, if any, for the prior Monthly Period shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Required Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Investor (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) if there is not a Finance Charge Shortfall (as defined in the relevant Supplement for another outstanding Series in Group One) for any other Series in Group One, the balance shall be paid to the Class B Certificateholder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Excess Spread as described above, the Servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1999-1 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Class C Monthly Interest for such Transfer Date, plus the amount of any past due Collateral Minimum Monthly Class C Deficiency Amount for such Transfer Date, plus the amount of any Class C Additional Interest for such Transfer Date Date, shall be deposited by the Servicer or the Trustee into the Distribution Account; provided, however, that in the event that Class C Monthly Interest exceeds the amount of Excess Spread available (after giving effect to subsections 4.11(a) through (d) above) to fund such Class C Monthly Interest a draw will be paid to made from amounts available for distribution in the Collateral Spread Account (at the times and in the amounts specified in the Class C Supplemental Agreement) for deposit into the Distribution Account for application as Class C Monthly Interest Holder in accordance with this subsection 5.01(c4.11(e); . (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Class C Servicing Fees will be paid to the Servicer; ; (g) an amount equal to the Collateral Class C Investor Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Class C Investor Interest Amount has been reduced for reasons other than the deposit into the Distribution Account for payment of amounts with respect principal to the Collateral Monthly Principal Class C Investor Interest Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) an amount equal to the amounts required to be deposited in the Spread Account pursuant to the Class C Supplemental Agreement shall (after giving effect to the payments made pursuant to subparagraphs (a) through (i) above) be deposited into the Spread Account as provided in the Class C Supplemental Agreement; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above above, shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)of the Seller Certificate.

Excess Spread. On or before the second Business Day prior to each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B heretoB) to apply apply, and the Trustee, acting in accordance with such instructions shall apply, Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Remaining Unpaid Trustee Fee, if any, shall be distributed to the Trustee; (b) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund amounts comprising the Class A Required Amount not paid pursuant to subsection 4.11(a) and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.11(a); ; (bc) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (cd) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund amounts comprising the Class B Required Amount not paid pursuant to subsection 4.11(b) and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.11(b) and then any remaining amount available to pay the Class B Investor Default Amount for the prior Monthly Period shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders Holders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ef) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid deposited into the Collateral Interest Monthly Interest Funding Account, for distribution to the Collateral Interest Holder in accordance with subsection 5.01(c); on the applicable Payment Date; (fg) if the Seller or The Bank of New York is Originators are the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; ; (gh) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (hi) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (ij) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fsubsection 4.17(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (jk) an amount equal to all other amounts due under the balance, if any, after giving effect Loan Agreement (to the payments made pursuant to subparagraphs (aextent payable from “Available Non-Principal Funds,” as defined therein) through (i) above shall be paid to the Collateral Interest Holder distributed in accordance with subsection 5.01(c).the Loan Agreement;

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11(a)(i), (ii) and (jiii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1996-4 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: (add) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); (bee) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (cff) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (dgg) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (ehh) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)the Loan Agreement; (fii) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (gjj) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (hkk) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (ill) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; (mm) the balance, if any, after giving effect to payments made pursuant to subparagraphs (a) through (i) above, shall be distributed, to the extent required, in accordance with the Loan Agreement; (nn) on each Transfer Date prior to the date on which the Swap Reserve Fund terminates as described in subsection 4.16(f), the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (j) above, in an amount not to exceed the excess, if any, of the Required Swap Reserve Fund Amount over the Available Swap Reserve Fund Amount shall be deposited into the Swap Reserve Fund; (oo) after giving effect to payments made pursuant to subparagraphs (a) through (k) above, an amount equal to the sum of (i) the Payment Carryforward Amount, if any, for such Transfer Date plus the amount of any previously due but not paid Payment Carryforward Amounts and (jii) the amount, if any, owed to the Swap Counterparty by the Trust due to either (x) an early termination of the Interest Rate Swap pursuant to the terms thereof or (y) the commencement of the Rapid Amortization Period due to the occurrence of a Trust Pay Out Event, shall be paid to the Swap Counterparty; and (pp) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (il) above above, shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c)of the Seller Certificate.

Excess Spread. On or before each Transfer Date, the Servicer Trustee acting pursuant to the Servicer's instructions, shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread in the Finance Charge Account with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a5.15(a); ; (b) an amount equal to the aggregate amount of by which the Class A Investor Charge-Offs which Interest has been reduced below the Class A Initial Investor Interest on previous Transfer Dates for reasons other than the payment of principal to the Class A Noteholders (but not in excess of the aggregate amount of such reductions that have not been previously reimbursed reimbursed) will be treated as a portion of Available Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class A Prior Period Interest, if any, will be paid to the Class A Noteholders; (d) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b5.15(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Initial Investor Interest on previous Transfer Dates for reasons other than the payment of principal to the Class B Certificateholders Noteholders (but not in excess of the aggregate amount of such reductions that have not been previously reimbursed) will be treated as a portion of Available Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (f) an amount equal to the Class B Prior Period Interest, if any, will be paid to the Class B Noteholders; (g) an amount equal to the Class C Required Amount, if any, with respect to such Transfer Date will be used to fund the Class C Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 5.15(c) and then any remaining amount available to pay the Class C Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Class C Investor Interest has been reduced below the Class C Initial Investor Interest on previous Transfer Dates for reasons other than the payment of principal to the Class C Noteholders (but not in excess of the aggregate amount of such reductions that have not been previously reimbursed) will be treated as a portion of Available Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) an amount equal to the Class C Prior Period Interest, if any, will be paid to the Class C Noteholders; (j) an amount equal to the Class D Required Amount, if any, with respect to such Transfer Date will be used to fund the Class D Required Amount and be applied first in accordance with, and in the priority set forth 45 in, subsection 5.15(d) and then any remaining amount available to pay the Class D Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (k) an amount equal to the aggregate amount by which the Class D Investor Interest has been reduced below the Class D Initial Investor Interest on previous Transfer Dates for reasons other than the payment of principal to the Class D Noteholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Available Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (el) [Reserved.] (m) any remaining Excess Spread, after giving effect to the payments made pursuant to subparagraphs (g) through (l) above will be credited to the Class C Reserve Account to the extent necessary to cause the funds in the Class C Reserve Account to equal the Class C Reserve Amount; (n) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date Class D Prior Period Interest, if any, will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); Class D Noteholders; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (io) on each Transfer Date from and after the Accumulation Reserve Account Funding Date, but prior to the date on which the Accumulation Reserve Account terminates as described set forth in Section 4.15(f5.20(c), an amount up to the excess, if any, of the Required Accumulation Reserve Account Amount over the Available Accumulation Reserve Account Amount shall be deposited into the Accumulation Reserve Account; and and (jp) the balance, if anyany remaining Excess Spread, after giving effect to the payments made pursuant to subparagraphs (a) through (io) above above, shall be paid to the Collateral Trust and will not be available for any future payment to Noteholders, provided that a Pay Out Event has not occurred; provided, however, that such amount shall be paid to the Trust pursuant to this subsection 5.17(o) only to the extent that the Trust Interest Holder as of the end of the immediately preceding Monthly Period (after giving effect to the inclusion in or removal from the Trust of all Receivables transferred to or from the Trust and/or any reduction or increase in any outstanding notes since the end of such prior Monthly Period and on or prior to the following Payment Date and the application of payments referred to in subsection 5.4(b) of the Base Indenture) is greater than the largest required Minimum Trust Interest and otherwise shall be deposited into the Excess Funding Account in accordance with subsection 5.01(cSection 5.11(f).

Excess Spread. On or before each Transfer Date, the ------------- Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount ---- of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11(a)(i), (ii) and (jiii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1997-4 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11 (a) (i) (to the extent not paid pursuant to subsection 4.11(e)), 2.11(a)(ii) and 2.11(a)(iii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Excess Spread as described above, the Servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1999-[ ] in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.

Excess Spread. On or before each Transfer Date, the Servicer shall instruct Receivables Trustee acting on the advice of the Trust Cash Manager will apply or cause the Receivables Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period Period, to make the following distributions on each Transfer Date in the following priority: : (a) an An amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will be used to fund the Class A Required Amount and be allocated and applied in accordance withwith Clause 5.09(c), and in the priority set forth out in, subsection 4.09(aClause 5.10(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed reinstated will be allocated to the Series 03-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class A and utilised to reinstate the Class A Investor Interest and be treated as a portion of Investor Principal Collections allocated to the Series 03-2 Investor Beneficiary Interest for the purposes of calculation treated as referable to Class A and deposited into credited to the Principal Account Collections Ledger on such Transfer Date; ; (c) in priority, (i) first an amount equal to the Class B Required Amount (excluding the Class B Investor Default Amount), if any, with respect to such Transfer Date will be used to fund the Class B Required Amount (excluding the Class B Investor Default Amount) and will be allocated and applied first in accordance withwith Clause 5.09(c), and in the priority set forth out in, subsection 4.09(bClause 5.10(b); and (ii) and then secondly, any remaining amount available to pay the Class B Investor Default Amount shall be allocated to the Series 03-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class B and treated as a portion of Investor Principal Collections allocated to the Series 03-2 Investor Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class B and credited to the Principal Account Collections Ledger on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Initial Investor Interest for reasons other than the payment of principal amounts to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreinstated) will be allocated to the Series 03-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class B and utilised to reinstate the Class B Investor Interest and treated as a portion of Investor Principal Collections allocated to the Series 03-2 Investor Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class B and credited to the Principal Account Collections Ledger on such Transfer Date; ; (e) [DELIBERATELY LEFT BLANK] (f) an amount equal to the Collateral Minimum sum of the Class C Monthly Interest plus Finance Amount, the amount of any past due Collateral Minimum Monthly Interest for Class C Deficiency Amount and the Class C Additional Finance Amount (as at such Transfer Date Date) will be paid credited to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; Class C Distribution Ledger; (g) [DELIBERATELY LEFT BLANK]; (h) an amount equal to the Collateral Class C Investor Default Amount, if any, Amount shall be allocated to the Series 03-2 Investor Beneficiary Interest and for the prior Monthly Period will be purposes of calculation treated as referable to Class C and treated as a portion of Investor Principal Collections allocated to the Series 03-2 Investor Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class C and credited to the Principal Account Collections Ledger on such Transfer Date; ; (hi) an amount equal to the aggregate amount by which the Collateral Class C Investor Interest Amount has been reduced below the Class C Initial Investor Interest for reasons other than the payment of principal amounts with respect to the Collateral Monthly Principal Class C (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreinstated) will be utilised to reinstate the Class C Investor Interest and treated as a portion of Investor Principal Collections allocated to the Series 03-2 Investor Beneficiary Interest and deposited into for the purposes of calculation treated as referable to Class C and credited to the Principal Account Collections Ledger on such Transfer Date; ; (ij) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(fClause 5.22(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be allocated to the Series 03-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class A and deposited into the Reserve Account; (k) on any Transfer Date on which the Available Spread Account Amount is less than the Required Spread Account Amount, an amount up to the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount will be allocated to the Series 03-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class C and deposited into the Spread Account; (l) an amount equal to the Aggregate Investor Indemnity Amount, if any, for the prior Monthly Period (together with any amounts in respect of previous Monthly Periods which are unpaid) will be allocated to the Series 03-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class A and paid by the Receivables Trustee to the Transferor (to the extent that the Investor Beneficiary does not meet the said amount from other sources) whereupon such amount shall cease to be Trust Property and shall be owned by the Transferor absolutely; (m) an amount equal to the Series 03-2 Extra Amount for such Transfer Date will be allocated to the Series 03-2 Investor Beneficiary Interest and for the purposes of calculation treated as referable to Class A and paid into the Series 03-2 Distribution Account whereupon such amount shall cease to be Trust Property and shall be owned by the Series 03-2 Investor Beneficiary absolutely; and and (jn) the balance, if any, after giving effect to the payments made pursuant to subparagraphs paragraphs (a) through (im) (inclusive) above shall be paid to the Collateral Excess Interest Holder Beneficiary in accordance with subsection 5.01(c)respect of its rights relating to Trust Property calculated by reference to Series 03-2 whereupon such amount shall cease to be Trust Property and shall be owned by the Excess Interest Beneficiary absolutely.

Excess Spread. On The Trustee shall apply or before shall cause the ------------- Servicer to apply, on each Transfer Distribution Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the amount by which the Class A Required Amount, if any, Covered Amount with respect to such Transfer Distribution Date will exceeds Class A Available Funds with respect to such Distribution Date shall be used distributed to fund any such deficiency, in the order of priority of the enumerated items in the definition of Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); Covered Amount; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Class A Available Principal Collections and deposited into the Principal Account on for such Transfer Distribution Date; ; (c) an amount equal to Collateral Monthly Interest for such Distribution Date, plus the Class B Required Amountamount of any Collateral Monthly Interest ---- previously due but not distributed on a prior Distribution Date, if anyplus the ---- amount of any Collateral Additional Interest for such Distribution Date, with respect to such Transfer Date will be used to fund the Class B Required Amount and shall be applied first in accordance with, and in with the priority set forth in, subsection 4.09(bLoan Agreement; (d) and then any remaining an amount available equal to pay the Class B Investor Collateral Default Amount for such Distribution Date shall be treated as a portion of Investor Collateral Principal Collections and deposited into the Principal Account on with respect to such Transfer Distribution Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest Collateral Invested Amount has been reduced below pursuant to clause (b) of the initial Class B Investor Interest for reasons other than the payment definition of principal to the Class B Certificateholders "Collateral Invested Amount" (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreimbursed pursuant to this subsection 4.09(e) will or Section 2.12(b) of the Loan Agreement) shall be treated as a portion applied in accordance with the Loan Agreement; (f) an amount up to the excess, if any, of Investor Principal Collections and the Required Cash Collateral Amount over the Adjusted Available Cash Collateral Amount (without giving effect to any deposit made on such date hereunder or any deposit pursuant to subsection 4.11(d) or 4.11(e)) shall be deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Cash Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; Account; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a any unpaid portion of Investor Principal Collections and deposited into the Principal Account Monthly Servicing Fee for such Distribution Date, plus the amount of any Monthly ---- Servicing Fee previously due but not distributed to the Servicer on such Transfer a prior Distribution Date; , shall be distributed to the Servicer; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Distribution Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates is terminated as described set forth in Section 4.15(fsubsection 4.16(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through and (i) above the balance shall be paid to the Collateral Interest Holder applied in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On The Trustee shall apply or before shall cause ------------- the Servicer to apply, on each Transfer Distribution Date, the Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the amount by which the Class A Required Amount, if any, Covered Amount with respect to such Transfer Distribution Date will exceeds Class A Available Funds with respect to such Distribution Date shall be used distributed to fund any such deficiency, in the order of priority of the enumerated items in the definition of Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a); Covered Amount; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion on of Investor Class A Available Principal Collections and deposited into the Principal Account on for such Transfer Distribution Date; ; (c) an amount equal to Collateral Monthly Interest for such Distribution Date, plus the Class B Required Amountamount of any Collateral Monthly Interest ---- previously due but not distributed on a prior Distribution Date, if anyplus the ---- amount of any Collateral Additional Interest for such Distribution Date, with respect to such Transfer Date will be used to fund the Class B Required Amount and shall be applied first in accordance with, and in with the priority set forth in, subsection 4.09(bLoan Agreement; (d) and then any remaining an amount available equal to pay the Class B Investor Collateral Default Amount for such Distribution Date shall be treated as a portion of Investor Collateral Principal Collections and deposited into the Principal Account on with respect to such Transfer Distribution Date; (de) an amount equal to the aggregate amount by which the Class B Investor Interest Collateral Invested Amount has been reduced below pursuant to clause (b) of the initial Class B Investor Interest for reasons other than the payment definition of principal to the Class B Certificateholders "Collateral Invested Amount" (but not in excess of the aggregate amount of such reductions which have not been previously reimbursedreimbursed pursuant to this subsection 4.09(e) will or Section 2.12(b) of the Loan Agreement) shall be treated as a portion applied in accordance with the Loan Agreement; (f) an amount up to the excess, if any, of Investor Principal Collections and the Required Cash Collateral Amount over the Adjusted Available Cash Collateral Amount (without giving effect to any deposit made on such date hereunder or any deposit pursuant to subsection 4.11(d) or 4.11(e)) shall be deposited into the Principal Account on such Transfer Date; (e) an amount equal to the Cash Collateral Minimum Monthly Interest plus the amount of any past due Collateral Minimum Monthly Interest for such Transfer Date will be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will be paid to the Servicer; Account; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will be treated as a any unpaid portion of Investor Principal Collections and deposited into the Principal Account Monthly Servicing Fee for such Distribution Date, plus the amount of any Monthly ---- Servicing Fee previously due but not distributed to the Servicer on such Transfer a prior Distribution Date; , shall be distributed to the Servicer; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced for reasons other than the payment of amounts with respect to the Collateral Monthly Principal (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (i) on each Transfer Distribution Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates is terminated as described set forth in Section 4.15(fsubsection 4.16(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; and (j) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through and (i) above the balance shall be paid to the Collateral Interest Holder applied in accordance with subsection 5.01(c)the Loan Agreement.

Excess Spread. On or before each Transfer Date, the ------------- Servicer shall instruct the Trustee in writing (which writing shall be substantially in the form of Exhibit B hereto) to apply Excess Spread with respect to the related Monthly Period to make the following distributions on each Transfer Date in the following priority: : (a) an amount equal to the Class A Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class A Required Amount and be applied in accordance with, and in the priority set forth in, subsection 4.09(a4.9(a); ; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (c) an amount equal to the Class B Required Amount, if any, with respect to such Transfer Date will shall be used to fund the Class B Required Amount and be applied first in accordance with, and in the priority set forth in, subsection 4.09(b4.9(b) and then any remaining amount available to pay the Class B Investor Default Amount shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; (d) an amount equal to the aggregate amount by which the Class B Investor Interest has been reduced below the initial Class B Investor Interest for reasons other than the payment of principal to the Class B Certificateholders (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (e) an amount equal to the Collateral Minimum Monthly Interest plus the amount ---- of any past due Collateral Minimum Monthly Interest for such Transfer Date will shall be paid to the Collateral Interest Holder in accordance with subsection 5.01(c); the Loan Agreement; (f) if the Seller or The Bank of New York is the Servicer, an amount equal to the aggregate amount of accrued but unpaid Collateral Interest Servicing Fees will shall be paid to the Servicer; ; (g) an amount equal to the Collateral Default Amount, if any, for the prior Monthly Period will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (h) an amount equal to the aggregate amount by which the Collateral Interest Amount has been reduced below the Required Collateral Interest for reasons other than the payment of amounts with respect principal to the Collateral Monthly Principal Interest Holder (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) will shall be treated as a portion of Investor Principal Collections and deposited into the Principal Account on such Transfer Date; ; (i) on each Transfer Date from and after the Reserve Account Funding Date, but prior to the date on which the Reserve Account terminates as described in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the Reserve Account; ; (j) an amount equal to the amounts determined to be payable pursuant to subsections 2.11(a)(i), (ii) and (jiii) of the Loan Agreement shall be paid to the Collateral Interest Holder; and (k) the balance, if any, after giving effect to the payments made pursuant to subparagraphs (a) through (ij) above shall constitute "Shared Excess Finance Charge Collections" with respect to other Series in Group One. To the extent of the Finance Charge Shortfall, if any, following the application on each Transfer Date of Shared Excess Spread as described above, the Servicer shall instruct the Trustee in writing (which writing shall be paid substantially in the form of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with respect to Group One allocable to Series 1997-3 in the Collateral Interest Holder in accordance with subsection 5.01(c)priority set forth above.