Common use of Rights of Certificateholders Clause in Contracts

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor on behalf of all of the holders of the Transferor Certificates (the “Transferor’s Interest”); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or and the Excess Special Funding Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that that, except as specifically set forth in the Supplement with respect thereto, the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates or, as the case may be, the uncertificated interests in the Transferors’ Interest shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor Transferors on behalf of all of the holders of the Transferor Certificates (the “Transferor’s Transferors’ Interest”); provided, however, that if any Transferor or any Additional Transferor elects the Transferors elect to have all or a portion of its interest their interests in the Transferor’s Transferors’ Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, interests shall represent the “Transferor’s Transferors’ Interest”; provided further further, however, that the Transferor CertificatesCertificates or, or any as the case may be, the uncertificated interest interests in the Transferor’s Interest, Transferors’ Interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Each Series of Investor Certificates shall represent fractional undivided interests Undivided Interests in the Trust, which, with respect to each Series, shall consist including the benefits of the right to receive, to the extent necessary to make the required payments any Credit Enhancement issued with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement Article IV to be deposited in the Investor Accounts and any other Series Account (if so specified in the related Supplement) or any Supplement to be paid to the Transferor on behalf Investor Certificateholders of all such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Investor Interest at such time. The interest represented by any Certificate shall constitute personal property, and no Certificateholder shall have an interest in specific property of the Trust. No creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, provided, however, that this sentence shall not limit any rights expressly provided to the Certificateholders pursuant to this Agreement or any Supplement thereto or to the holders of Notes (as defined in the Series 2001-D Supplement hereto) pursuant to the Indenture (as defined in the Series 2001-D Supplement hereto). None of the Transferor, the Servicer, or any Certificateholder shall have any liability for the expenses or liabilities of the Trust except as specifically set forth in this Agreement. The Transferor Certificate or, as the case may be, the uncertificated interest in the Transferor Interest shall represent the remaining undivided interest in the Trust not allocated to the Investor Certificates (and the “Transferor’s Interest”)other interests issued by the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of the Transferor Certificate; provided, however, that if any Transferor or any Additional the Transferor elects to have all or a portion of its interest in the Transferor’s Transferor Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, interest shall represent the “Transferor’s Transferor Interest”; provided further further, that the aggregate interest represented by such Transferor CertificatesCertificate in the Principal Receivables or, or any as the case may be, the aggregate uncertificated interest of the Transferor in the Transferor’s InterestPrincipal Receivables, shall not exceed the Transferor Interest at any time and such Transferor Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series EnhancementInvestor Accounts, except as specifically provided in this Agreement Agreement, or the benefits of any Supplement; provided further that the foregoing shall not be construed Credit Enhancement issued with respect to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any SupplementSeries.

Rights of Certificateholders. The Each Series of Investor Certificates shall represent fractional undivided interests Undivided Interests in the Trust, which, with respect to each Series, shall consist including the benefits of the right to receive, to the extent necessary to make the required payments any Credit Enhancement issued with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement Article IV to be deposited in the Investor Accounts and any other Series Account (if so specified in the related Supplement) or any Supplement to be paid to the Transferor on behalf Investor Certificateholders of all such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Investor Interest at such time. The interest represented by any Certificate shall constitute personal property, and no Certificateholder shall have an interest in specific property of the Trust. No creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, provided, however, that this sentence shall not limit any rights expressly provided to the Certificateholders pursuant to this Agreement or any Supplement thereto or to the holders of Notes (as defined in the Transferor Series 2001-D Supplement hereto) pursuant to the Indenture (as defined in the Series 2001-D Supplement hereto). None of the Seller, the Servicer, or any Certificateholder shall have any liability for the expenses or liabilities of the Trust except as specifically set forth in this Agreement. The Seller Certificate or, as the case may be, the uncertificated interest in the Seller Interest shall represent the remaining undivided interest in the Trust not allocated to the Investor Certificates (and the “Transferor’s Interest”)other interests issued by the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of the Seller Certificate; provided, however, that if any Transferor or any Additional Transferor the Seller elects to have all or a portion of its interest in the Transferor’s Seller Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, interest shall represent the “Transferor’s Seller Interest”; provided further further, that the Transferor Certificatesaggregate interest represented by such Seller Certificate in the Principal Receivables or, or any as the case may be, the aggregate uncertificated interest of the Seller in the Transferor’s InterestPrincipal Receivables, shall not exceed the Seller Interest at any time and such Seller Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series EnhancementInvestor Accounts, except as specifically provided in this Agreement Agreement, or the benefits of any Supplement; provided further that the foregoing shall not be construed Credit Enhancement issued with respect to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any SupplementSeries.

Rights of Certificateholders. The Investor Class A Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist consisting of the right to receive, to the extent necessary to make the required payments with respect to such Series Class A Certificates at the times and in the amounts specified in this Agreement, (a) the related Supplement, the portion Invested Percentage (as applicable from time to time) of Collections allocable received with respect to such Series pursuant to this Agreement the Receivables and such Supplement, (b) funds on deposit in the Collection Account or Account, the Excess Special Funding Account allocable and the Principal Funding Account. The Class B Certificates shall represent undivided interests in the Trust, consisting of the right to such Series pursuant receive, to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant the extent necessary to any related Series Enhancement (collectively, make required payments with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor such Class B Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement (after application of payments in accordance with the first sentence of this Section 4.3), (x) the Invested Percentage (as applicable from time to be paid time) of Collections received with respect to the Transferor Receivables and (y) funds on behalf of all deposit in the Collection Account, the Special Funding Account and the Principal Funding Account. The Class C Certificates shall represent undivided interests in the Trust, consisting of the holders of right to receive, to the Transferor extent necessary to make required payments with respect to such Class C Certificates (at the “Transferor’s Interest”); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest times and in the Transferor’s Interest be uncertificated amounts specified in this Agreement (after application of payments in accordance with the first and second sentences of this Section 4.3), (x) the Invested Percentage (as provided in Section 6.01 hereof, then such uncertificated interest, together applicable from time to time) of Collections received with any Transferor Certificates, shall represent respect to the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest Receivables and (y) funds on deposit in the Transferor’s Collection Account, the Special Funding Account and the Principal Funding Account. (The undivided interests in the Trust referred to in the three immediately preceding sentences are collectively referred to for the Series 2000-1 Certificates as the "Certificateholders' Interest, ".) The Exchangeable Transferor Certificate shall not represent any interest in the Collection Account, the Excess Special Funding Account or the Principal Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any SupplementArticle IV.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or and the Excess Special Funding Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that that, except as specifically set forth in the Supplement with respect thereto, the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates or, as the case may be, the uncertificated interests in the Transferors' Interest shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor Transferors on behalf of all of the holders of the Transferor Certificates (the “Transferor’s "Transferors' Interest”"); provided, however, that if any Transferor or any Additional Transferor elects the Transferors elect to have all or a portion of its interest their interests in the Transferor’s Transferors' Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, interests shall represent the “Transferor’s Transferors' Interest”; provided further further, however, that the Transferor CertificatesCertificates or, or any as the case may be, the uncertificated interest interests in the Transferor’s Interest, Transferors' Interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. (a) The Investor Certificates death, incapacity or bankruptcy of any Certificateholder shall represent fractional undivided interests in not operate to terminate this Agreement or the Trust, whichnor entitle such Certificateholder's legal representatives, with respect heirs or successors to each Series, shall consist claim an accounting or to take any action or proceeding in any court for a partition or winding-up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) No Certificateholder shall have any right to receivevote (except as expressly provided herein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed as to constitute the Certificateholders of any Class or of all Classes from time to time as partners or members of an association; nor, to the extent necessary permitted by applicable law, shall any Certificateholder be under any liability to make any third person by reason of any action taken by the required payments parties to this Agreement pursuant to any provision hereof. (c) No Holder of a Certificate of any Class shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless, with the prior written consent of the 117 123 Certificate Insurer, if a Certificate Insurer Default is not then occurring and continuing the Holders shall have made written request pursuant to a Class Vote (wherein such Series at request is only made by each such affected Class of Certificates) upon the times Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby (which, in the amounts specified in the related Supplementcase of a Certificateholder which is an institutional investor, the portion will be deemed satisfied by a written agreement of Collections allocable to indemnity from such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”Certificateholder), and the Trustee, for sixty days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that the Investor no one or more Holders of Certificates of any Series or Class shall not represent have any interest right in any Series Account manner whatever by virtue of any provision of this Agreement to affect, disturb or Series Enhancement for prejudice the benefit rights of any other Series Holders of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders of such Class. The Transferor Certificates shall represent For the ownership interest in the remainder protection and enforcement of the Trust Assets not allocated pursuant provisions of this Section 10.03, each and every Certificateholder and the Trustee shall be entitled to this Agreement such relief as can be given either at law or any Supplement to the Certificateholders’ Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified equity. Nothing in this Agreement or any Supplement to be paid to the Transferor on behalf of all of the holders of the Transferor Certificates (the “Transferor’s Interest”); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit as giving the Trustee’s obligation Certificateholders any right to make payments to a claim under the Transferor and the Servicer as and when required under this Agreement and any SupplementPolicy.

Rights of Certificateholders. (a) The Investor Certificates shall represent fractional undivided beneficial interests in the Trust, which, Trust (with respect to each Series, the "Certificateholders' Interest"), which shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, the related Supplement from funds on deposit in the Collection Account or the Excess Funding Concentration Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, collectively with respect to all Series, the “"Aggregate Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or ClassSeries. The Transferor Certificates Certificate shall represent the ownership fractional undivided beneficial interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Aggregate Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or in any Supplement to be paid to the Transferor on behalf of all of the holders Holder of the Transferor Certificates Certificate (the “Transferor’s "Transferor Interest”"); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, Certificate shall not represent any interest in the Collection Concentration Account, the Excess Funding any Muehlstein Collection Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further . (b) The Floating Allocation Percentage for each Series, which is the percentage that determines the foregoing shall not be construed portion of the Aggregate Certificateholders' Interest allocable to limit the Trustee’s obligation to make payments to such Series, and the Transferor and Percentage, which is the percentage that determines the Transferor Interest, shall be initially computed by the Servicer as of the opening of business of the Servicer on the Initial Issuance Date for the related Series. Thereafter until the commencement of an Amortization Period for a Series, an Early Amortization Period for a Series or the Partial Amortization Period, the Floating Allocation Percentage for each Series and when required under this the Transferor Percentage, and through the recomputations thereof the Certificateholders' Interest for each Series and the Transferor Interest, shall be recomputed by the Servicer as of the close of business of the Servicer on each Business Day. Each of the Certificateholders' Interests, the Floating Allocation Percentage for each Series, the Transferor Interest and the Transferor Percentage (i) shall remain constant from the time as of which any such computation or recomputation is made until the time as of which the next such recomputation, if any, shall be made and (ii) as computed as of the close of business of the Servicer on the Business Day immediately preceding the commencement of an Amortization Period for a Pooling and Servicing Agreement and any SupplementSeries, an Early Amortization Period for a Series or a Partial Amortization Period, shall remain constant at all times during such Amortization Period, Early Amortization Period or such Partial Amortization Period.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ "Investors' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates Variable Funding Certificate shall represent a fractional undivided interest in the Trust, which shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Variable Funding Certificate, at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to the Holder of the Variable Funding Certificate pursuant to this Agreement and such Supplement and funds on deposit in the Collection Account allocable to the Holder of the Variable Funding Certificate pursuant to this Agreement and such Supplement (collectively, the "Variable Funding Interest"), it being understood that the Variable Funding Certificate shall not represent any interest in any Series Account or Enhancement except as specifically provided in this Agreement or such Supplement. The BCRC Certificate and any Supplemental Certificate shall, collectively, represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Investors' Interest or the Variable Funding Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or in any Supplement to be paid to the Transferor Depositor on behalf of all Holders of the holders of the Transferor BCRC Certificate and any Supplemental Certificates (the “Transferor’s "Retained Interest”"); provided, however, that if neither the BCRC Certificate nor any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, Supplemental Certificate shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Each Series of Investor Certificates shall represent fractional undivided interests Undivided Interests in the Trust, which, with respect to each Series, shall consist including the benefits of the right to receive, to the extent necessary to make the required payments any Enhancement issued with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement Article IV to be deposited in the Investor Accounts or any Supplement to be paid to the Investor Certificateholders of such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Invested Amount at such time. The Exchangeable Transferor on behalf of all Certificate or, as the case may be, the uncertificated interest in the Transferor Interest shall represent the remaining undivided interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of the holders of the Exchangeable Transferor Certificates (the “Transferor’s Interest”)Certificate; provided, however, that if any Transferor or any Additional the Transferor elects to have all or a portion of its interest in the Transferor’s Transferor Interest be uncertificated as provided in Section 6.01 hereof6.01, then such uncertificated interest, together with any Transferor Certificates, interest shall represent the “Transferor’s Transferor Interest”; provided further provided, further, that the aggregate interest represented by such Exchangeable Transferor CertificatesCertificate in the Principal Receivables or, or any as the case may be, the aggregate uncertificated interest of the Transferor in the Transferor’s InterestPrincipal Receivables, shall not exceed the Transferor Interest at any time and such Exchangeable Transferor Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series EnhancementInvestor Accounts, except as specifically provided in this Agreement Agreement, or have the benefit of any Supplement; provided further that the foregoing shall not be construed Enhancement issued with respect to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any SupplementSeries.

Rights of Certificateholders. (a) The Investor Certificates shall represent fractional undivided beneficial interests in the Trust, which, Trust (with respect to each Series, the "Certificateholders' Interest"), which, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, the related Supplement from funds on deposit in the Collection Account or the Excess Funding Concentration Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, collectively with respect to all Series, the “"Aggregate Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates Certificate shall represent the ownership fractional undivided beneficial interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Aggregate Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or in any Supplement to be paid to the Transferor on behalf of all of the holders Holder of the Transferor Certificates Certificate (the “Transferor’s "Transferor Interest”"); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, Certificate shall not represent any interest in the Collection Account, the Excess Funding Concentration Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further . (b) The Floating Allocation Percentage for each Series, which is the percentage that determines the foregoing shall not be construed portion of the Aggregate Certificateholders' Interest allocable to limit the Trustee’s obligation to make payments to such Series, and the Transferor and Percentage, which is the percentage that determines the Transferor Interest, shall be initially computed by the Servicer as of the opening of business of the Servicer on the Closing Date. Thereafter until the commencement of the Amortization Period or Partial Amortization Period, the Floating Allocation Percentage for each Series and when required under this Agreement the Transferor Percentage, and through the recomputations thereof the Certificateholders' Interest for each Series and the Transferor Interest, shall be automatically recomputed by the Servicer as of the close of business of the Servicer on each Business Day. Each of the Certificateholders' Interests, the Floating Allocation Percentage for each Series, the Transferor Interest and the Transferor Percentage (i) shall remain constant from the time as of which any Supplementsuch computation or recomputation is made until the time as of which the next such recomputation, if any, shall be made and (ii) as computed as of the close of business of the Servicer on the Business Day immediately preceding the commencement of the Amortization Period or Partial Amortization Period, shall remain constant at all times during the Amortization Period or a Partial Amortization Period.

Rights of Certificateholders. The Each Series of ---------------------------- Investor Certificates shall represent fractional undivided interests Undivided Interests in the Trust, which, with respect to each Series, shall consist including the benefits of the right to receive, to the extent necessary to make the required payments any Credit Enhancement issued with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement Article IV to be deposited in the Investor Accounts and any other Series Accounts (if so specified in the related Supplement) or any Supplement to be paid to the Investor Certficateholders of such Series; provided, however, that the aggregate -------- ------- interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Investor Interest at such time. The Transferor on behalf of all of Certificate or, as the holders case may be, the uncertificated interest in the Transferor Amount shall represent the remaining undivided interest in the Trust not allocated to the Investor Certificates and the other interests issued by the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of the Transferor Certificates (the “Transferor’s Interest”)Certificate; provided, however, that if any the Transferor or any Additional Transferor -------- ------- elects to have all or a portion of its interest in the Transferor’s Interest Transferor Amount be uncertificated as provided in Section 6.01 hereof6.1, then such uncertificated interest, together with any Transferor Certificates, interest shall represent the “Transferor’s Interest”Transferor Amount; provided further provided, further, that the aggregate interest represented by such Transferor CertificatesCertificate in the Principal Receivables or, or any as the case may be, the aggregate uncertificated interest of the Transferor in the Transferor’s InterestPrincipal Receivables, shall not exceed the Transferor Amount at any time and such Transferor Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series EnhancementInvestor Accounts, except as specifically provided in this Agreement Agreement, or the benefits of any Supplement; provided further that the foregoing shall not be construed Credit Enhancement issued with respect to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any Supplement.Series"

Rights of Certificateholders. The Investor Certificates ---------------------------- shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' ------------------- Interest”"), it being understood that the Investor Certificates of any Series or -------- Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Seller Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor Sellers on behalf of all of the holders of the Transferor Seller Certificates (the “Transferor’s "Sellers' -------- Interest”"); provided, however, that if any Transferor Seller or any Additional Transferor Seller --------- -------- ------- elects to have all or a portion of its interest in the Transferor’s Sellers' Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Seller Certificates, shall represent the “Transferor’s "Sellers' Interest”"; provided further that the Transferor Seller Certificates, or any uncertificated ---------------- interest in the Transferor’s Sellers' Interest, shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit ---------------- the Trustee’s 's obligation to make payments to the Transferor Sellers and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or and the Excess Funding Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor on behalf of all of the holders Holders of the Transferor Certificates (the “"Transferor’s 's Interest”"); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, Certificates shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further further, that the foregoing shall not be construed to limit the Trustee’s obligation 's obligations to make payments to the Holders of the Transferor Certificates, the Transferor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. (a) The Investor Certificates and the Originator Certificate shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist consisting of the right to receive, to the extent necessary to make the required payments with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement Agreement, in, to be paid and under Trust Assets (the "Certificateholders' Interest"). (b) Amounts held by the Trustee for future distribution to the Transferor on behalf of all of the holders of the Transferor Certificates (the “Transferor’s Interest”); providedCertificateholders, howeverincluding, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest without limitation, in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent Collection Account and the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s InterestCash Reserve Account, shall not represent any be distributed except in accordance with the terms of this Agreement. The Originator as holder of the Originator Certificate is deemed to have granted a security interest in rights to receive monies from the Collection Account and the Cash Reserve Account to Investor Certificateholders to secure the rights of the Investor Certificateholders to receive distributions in priority over the Originator Certificate as provided herein. Whenever requested by the Trustee, and without prejudice to the intent of the parties that the Collection Account and the Cash Reserve Account be held exclusively in the name of the Trustee for the benefit of the Trust, the Sponsor or the Originator Certificate, or both, will make, execute and deliver or cause to be made, executed and delivered any and all further and other notices instruments and assurances, and will furnish such information and will make such filings with Governmental Authorities, including but not limited to financing statements on Form UCC-1, as may be necessary or appropriate to carry out the intention or to facilitate the performance of the terms of this Agreement, including without limitation, the foregoing subordination provisions, to ensure the perfection of the security interest of the Investor Certificateholders in the Cash Reserve Account, or otherwise to protect and preserve the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that rights and remedies hereunder of the foregoing shall not be construed to limit the Trustee’s obligation to make payments Investor Certificateholders. Amounts properly distributed to the Transferor holder of the Originator Certificate pursuant to Section 7.04 shall be deemed released from the security interest established by this Section 7.01, and the Servicer as and when holder of the Originator Certificate will not in any event be required under this Agreement and to refund any Supplementsuch distributed amounts.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates Depositor's Certificate shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, ' Interest including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor Depositor on behalf of all of the holders of the Transferor Certificates Depositor's Certificate (the “Transferor’s "Depositor's Interest”"); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, Depositor's Certificate shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation 's obligations to make payments to the Transferor Depositor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Each Series of Investor Certificates shall represent fractional undivided interests Undivided Interests in the Trust, which, with respect to each Series, shall consist including the benefits of the right to receive, to the extent necessary to make the required payments any Credit Enhancement issued with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement Article IV to be deposited in the Investor Accounts and any other Series Account (if so specified in the related Supplement) or any Supplement to be paid to the Transferor on behalf Investor Certificateholders of all such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Investor Interest at such time. The interest represented by any Certificate shall constitute personal property, and no Certificateholder shall have an interest in specific property of the Trust. No creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust, provided, however, that this sentence shall not limit any rights expressly provided to the Certificateholders pursuant to this Agreement or any Supplement thereto or to the holders of Notes (as defined in the Series 2001‑D Supplement hereto) pursuant to the Indenture (as defined in the Series 2001‑D Supplement hereto). None of the Transferor, the Servicer, or any Certificateholder shall have any liability for the expenses or liabilities of the Trust except as specifically set forth in this Agreement. The Transferor Certificate or, as the case may be, the uncertificated interest in the Transferor Interest shall represent the remaining undivided interest in the Trust not allocated to the Investor Certificates (and the “Transferor’s Interest”)other interests issued by the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of the Transferor Certificate; provided, however, that if any Transferor or any Additional the Transferor elects to have all or a portion of its interest in the Transferor’s Transferor Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, interest shall represent the “Transferor’s Transferor Interest”; provided further further, that the aggregate interest represented by such Transferor CertificatesCertificate in the Principal Receivables or, or any as the case may be, the aggregate uncertificated interest of the Transferor in the Transferor’s InterestPrincipal Receivables, shall not exceed the Transferor Interest at any time and such Transferor Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series EnhancementInvestor Accounts, except as specifically provided in this Agreement Agreement, or the benefits of any Supplement; provided further that the foregoing shall not be construed Credit Enhancement issued with respect to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any SupplementSeries.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates Depositor's Certificate shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, ' Interest including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor Depositor on behalf of all of the holders of the Transferor Certificates Depositor's Certificate (the “Transferor’s "Depositor's Interest”"); providedPROVIDED, howeverHOWEVER, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, Depositor's Certificate shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further PROVIDED FURTHER that the foregoing shall not be construed to limit the Trustee’s obligation 's obligations to make payments to the Transferor Depositor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. (a) The Investor Certificates shall represent fractional undivided beneficial interests in the Trust, which, Trust (with respect to each Series, the "Certificateholders' Interest"), which shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, the related Supplement from funds on deposit in the Collection Account or the Excess Funding Concentration Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, collectively with respect to all Series, the “"Aggregate Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates Certificate shall represent the ownership fractional undivided beneficial interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Aggregate Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or in any Supplement to be paid to the Transferor on behalf of all of the holders Holder of the Transferor Certificates Certificate (the “Transferor’s "Transferor Interest”"); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, Certificate shall not represent any interest in the Collection Concentration Account, the Excess Funding any Dell Collection Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further . (b) The Floating Allocation Percentage for each Series, which is the percentage that determines the foregoing shall not be construed portion of the Aggregate Certificateholders' Interest allocable to limit the Trustee’s obligation to make payments to such Series, and the Transferor and Percentage, which is the percentage that determines the Transferor Interest, shall be initially computed by the Servicer as of the opening of business of the Servicer on the Initial Issuance Date for the related Series. Thereafter until the commencement of the Amortization Period or Partial Amortization Period, the Floating Allocation Percentage for each Series and when required under this Agreement the Transferor Percentage, and through the recomputations thereof the Certificateholders' Interest for each Series and the Transferor Interest, shall be recomputed by the Servicer as of the close of business of the Servicer on each Business Day. Each of the Certificateholders' Interests, the Floating Allocation Percentage for each Series, the Transferor Interest and the Transferor Percentage (i) shall remain constant from the time as of which any Supplement.such computation or recomputation is made until the time as of

Rights of Certificateholders. The Investor ---------------------------- Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ "Investors' Interest”"), it being ------------------- understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates Variable Funding Certificate shall represent a fractional undivided interest in the Trust, which shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Variable Funding Certificate, at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to the Holder of the Variable Funding Certificate pursuant to this Agreement and such Supplement and funds on deposit in the Collection Account allocable to the Holder of the Variable Funding Certificate pursuant to this Agreement and such Supplement (collectively, the "Variable Funding Interest"), it being understood that the ------------------------- Variable Funding Certificate shall not represent any interest in any Series Account or Enhancement except as specifically provided in this Agreement or such Supplement. The BCRC Certificate and any Supplemental Certificate shall, collectively, represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Investors' Interest or the Variable Funding Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or in any Supplement to be paid to the Transferor Depositor on behalf of all Holders of the holders of the Transferor BCRC Certificate and any Supplemental Certificates (the “Transferor’s "Retained Interest”"); provided, however, that if ----------------- -------- ------- neither the BCRC Certificate nor any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, Supplemental Certificate shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Each Series of Investor Certificates shall represent fractional undivided interests Undivided Interests in the Trust, which, with respect to each Series, shall consist including the benefits of the right to receive, to the extent necessary to make the required payments any Credit Enhancement issued with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement Article IV to be deposited in the Investor Accounts and any other Series Account (if so specified in the related Supplement) or any Supplement to be paid to the Investor Certificateholders of such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Investor Interest at such time. The Transferor on behalf of all of Certificate or, as the holders case may be, the uncertificated interest in the Transferor Interest shall represent the remaining undivided interest in the Trust not allocated to the Investor Certificates and the other interests issued by the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of the Transferor Certificates (the “Transferor’s Interest”)Certificate; provided, however, that if any Transferor or any Additional the Transferor elects to have all or a portion of its interest in the Transferor’s Transferor Interest be uncertificated as provided in Section 6.01 6.1 hereof, then such uncertificated interest, together with any Transferor Certificates, interest shall represent the “Transferor’s Transferor Interest”; provided further further, that the aggregate interest represented by such Transferor CertificatesCertificate in the Principal Receivables or, or any as the case may be, the aggregate uncertificated interest of the Transferor in the Transferor’s InterestPrincipal Receivables, shall not exceed the Transferor Interest at any time and such Transferor Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series EnhancementInvestor Accounts, except as specifically provided in this Agreement Agreement, or have the benefit of any Supplement; provided further that the foregoing shall not be construed Credit Enhancement issued with respect to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any SupplementSeries.

Rights of Certificateholders. The Each Series of Investor Certificates shall represent fractional undivided interests Undivided Interests in the Trust, which, with respect to each Series, shall consist including the benefits of the right to receive, to the extent necessary to make the required payments any Credit Enhancement issued with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement Article IV to be deposited in the Investor Accounts and any other Series Account (if so specified in the related Supplement) or any Supplement to be paid to the Investor Certificateholders of such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Investor Interest at such time. The Transferor on behalf of all of Certificate or, as the holders case may be, the uncertificated interest in the Transferor Interest shall represent the remaining undivided interest in the Trust not allocated to the Investor Certificates and the other interests issued by the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of the Transferor Certificates (the “Transferor’s Interest”)Certificate; provided, however, that if any Transferor or any Additional the Transferor elects to have all or a portion of its interest in the Transferor’s Transferor Interest be uncertificated as provided in Section 6.01 6.1 hereof, then such uncertificated interest, together with any Transferor Certificates, interest shall represent the “Transferor’s Transferor Interest”; provided further further, that the aggregate interest represented by such Transferor CertificatesCertificate in the Principal Receivables or, or any as the case may be, the aggregate uncertificated interest of the Transferor in the Transferor’s InterestPrincipal Receivables, shall not exceed the Transferor Interest at any time and such Transferor Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series EnhancementInvestor Accounts, except as specifically provided in this Agreement Agreement, or the benefits of any Supplement; provided further that the foregoing shall not be construed Credit Enhancement issued with respect to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any SupplementSeries.

Rights of Certificateholders. (a) The Investor Certificates shall represent fractional undivided interests in in, to and under the TrustTrust Assets, which, with respect to each Series, shall consist consisting of the right to receivereceive Payments, to the extent necessary to make the required payments with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or Agreement. The rights of the Class B Certificateholders to receive distributions in respect of the Class B Certificates on any Supplement to Distribution Date shall be paid subordinated to the Transferor on behalf of all rights of the holders Class A Certificateholders to receive distributions in respect of the Transferor Class A Certificates to the extent described in Section 7.04. The rights of the Class C Certificateholders to receive distributions in respect of the Class C Certificates on any Distribution Date shall be subordinated to the rights of the Class A Certificateholders and Class B Certificateholders to receive their respective distributions in respect of the Class A Certificates and Class B Certificates to the extent described in Section 7.04. (b) Amounts held by or, pursuant to this Agreement, under the “Transferor’s Interest”); providedcontrol of, howeverthe Trustee for future distribution to the Certificateholders, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest including, without limitation, in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent Collection Account and the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s InterestCash Reserve Account, shall not represent any be distributed except in accordance with the terms of this Agreement. The Seller is deemed to have granted a security interest in rights to receive monies from the Collection Account and the Cash Reserve Account to Certificateholders to secure the rights of the Certificateholders to receive distributions in the priorities provided for herein. Whenever requested by the Trustee, and without prejudice to the intent of the parties that the Collection Account be held exclusively in the name of the Trustee for the benefit of the Trust, the Seller will make, execute and deliver or cause to be made, executed and delivered any and all further and other notices, instruments and assurances, and will furnish such information and will make such filings with Governmental Authorities, including, but not limited to, financing statements on Form UCC-1, as may be necessary or appropriate to carry out the intention or to facilitate the performance of the terms of this Agreement, including, without limitation, the foregoing subordination provisions, to ensure the perfection of the security interest of the Certificateholders in the Cash Reserve Account, or otherwise to protect and preserve the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that rights and remedies hereunder of the foregoing shall not be construed to limit the Trustee’s obligation to make payments Certificateholders. Amounts properly distributed to the Transferor Seller or Servicer pursuant to Section 7.04(a)(ix) shall be deemed released from the security interest established by this Section 7.01, and the Seller or Servicer as and when will not in any event be required under this Agreement and to refund any Supplementsuch distributed amounts.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor on behalf of all of the holders of the Transferor Certificates (the “"Transferor’s 's Interest”"); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s 's Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “"Transferor’s 's Interest”"; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s 's Interest, shall not represent any interest in the Collection Account, the Excess Funding Account, any Series 50 Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s 's obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Investor Class A Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist consisting of the right to receive, to the extent necessary to make the required payments with respect to such Series Class A Certificates at the times and in the amounts specified in this Agreement, (a) the related Supplement, the portion Invested Percentage (as applicable from time to time) of Collections allocable received with respect to such Series pursuant to this Agreement the Receivables and such Supplement, (b) funds on deposit in the Collection Account or Account, the Excess Special Funding Account allocable and the Principal Funding Account. The Class B Certificates shall represent undivided interests in the Trust, consisting of the right to such Series pursuant receive, to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant the extent necessary to any related Series Enhancement (collectively, make required payments with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor such Class B Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement (after application of payments in accordance with the first sentence of this Section 4.3), (x) the Invested Percentage (as applicable from time to be paid time) of Collections received with respect to the Transferor Receivables and (y) funds on behalf of all deposit in the Collection Account, the Special Funding Account and the Principal Funding Account. The Class C Certificates shall represent undivided interests in the Trust, consisting of the holders of right to receive, to the Transferor extent necessary to make required payments with respect to such Class C Certificates (at the “Transferor’s Interest”); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest times and in the Transferor’s Interest be uncertificated amounts specified in this Agreement (after application of payments in accordance with the first and second sentences of this Section 4.3), (x) the Invested Percentage (as provided in Section 6.01 hereof, then such uncertificated interest, together applicable from time to time) of Collections received with any Transferor Certificates, shall represent respect to the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest Receivables and (y) funds on deposit in the Transferor’s Collection Account, the Special Funding Account and the Principal Funding Account. (The undivided interests in the Trust referred to in the three immediately preceding sentences are collectively referred to for the Series 1999-1 Certificates as the "Certificateholders' Interest, ".) The Exchangeable Transferor Certificate shall not represent any interest in the Collection Account, the Excess Special Funding Account or the Principal Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any SupplementArticle IV.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or and the Excess Funding Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor on behalf of all of the holders Holders of the Transferor Certificates (the “Transferor’s "Transferors' Interest”"); provided, however, that if any Transferor or any Additional Transferor elects the Transferors elect to have all or a portion the interest of its interest the Transferors in the Transferor’s Transferors' Interest be uncertificated as provided in Section 6.01 hereofuncertificated, then such uncertificated interest, together with any Transferor Certificates, Supplemental Certificates shall represent the “Transferor’s "Transferors' Interest”; provided further ;" provided, further, that neither the Transferor Certificates, or Certificates nor any uncertificated interest in the Transferor’s Interest, Transferors' Interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; and provided further further, that the foregoing shall not be construed to limit the Trustee’s obligation 's obligations to make payments to the Holders of the Transferor Certificates (which shall include Holders of any uncertificated interest in the Transferors' Interest), the Transferors and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or and the Excess Funding Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Seller Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor on behalf of all Holders of the holders of the Transferor Seller Certificates (the “Transferor’s "Sellers' Interest”"); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, Seller Certificates shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further further, that the foregoing shall not be construed to limit the Trustee’s obligation 's obligations to make payments to the Transferor Holders of the Seller Certificates, the Sellers and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Investor Certificates ---------------------------- shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or and the Excess Funding Canadian Collection Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that that, unless ---------------------------- otherwise specified in the Supplement with respect to such Series, the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates Seller Certificate shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ ' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor Seller on behalf of all the Holder of the holders of the Transferor Certificates Seller Certificate (the “Transferor’s "Seller's Interest”"); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, ----------------- -------- ------- Seller Certificate shall not represent any interest in the Lockboxes, the Lockbox Accounts, the Concentration Account, the Collection Account, the Excess Funding Canadian Accounts, the Canadian Collection Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, (a) the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, Supplement and (b) funds on deposit in the Collection Account, the Principal Account or and the Excess Funding Finance Charge Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available avail- able pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that that, unless otherwise specified in the Supplement with respect to such Series, the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Exchangeable Transferor Certificates Certificate shall represent the ownership interest in the remainder of the Trust Assets not allocated allocated, pursuant to this Agreement Agreement, any Supplement or any Supplement Participation Supplement, to the Certificateholders’ Interest' Interest or any Participation, respectively, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement Agree- ment or any Supplement to be paid to the Transferor on behalf of all the Holder of the holders of the Exchangeable Transferor Certificates Certificate (the “"Transferor’s 's Interest”"); provided, however, that if any the Exchangeable Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, Certificate shall not represent any interest in the Collection Account, the Excess Funding Principal Account, the Finance Charge Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that the foregoing shall not be construed to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Investor ----------------------------- Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “"Certificateholders’ ' Interest”"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates Depositor's Certificate shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, ' Interest including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Transferor Depositor on behalf of all of the holders of the Transferor Certificates Depositor's Certificate (the “Transferor’s "Depositor's Interest”"); provided, however, that if any Transferor or any Additional Transferor elects to have all or a portion of its interest in the Transferor’s Interest be uncertificated as provided in Section 6.01 hereof, then such uncertificated interest, together with any Transferor Certificates, shall represent the “Transferor’s Interest”; provided further that the Transferor Certificates, or any uncertificated interest in the Transferor’s Interest, Depositor's -------- ------- Certificate shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; provided further that ---------------- the foregoing shall not be construed to limit the Trustee’s obligation 's obligations to make payments to the Transferor Depositor and the Servicer as and when required under this Agreement and any Supplement.

Rights of Certificateholders. The Each Series of Investor Certificates shall represent fractional undivided interests Undivided Interests in the Trust, which, with respect to each Series, shall consist including the benefits of the right to receive, to the extent necessary to make the required payments any Enhancement issued with respect to such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account or the Excess Funding Account allocable to such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the “Certificateholders’ Interest”), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders’ Interest, including the right to receive the Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement Article IV to be deposited in the Investor Accounts or any Supplement to be paid to the Investor Certificateholders of such Series; provided, however, that the aggregate interest represented by such Certificates at any time in the Principal Receivables shall not exceed an amount equal to the Invested Amount at such time. The Exchangeable Transferor on behalf of all Certificate or, as the case may be, the uncertificated interest in the Transferor Interest shall represent the remaining undivided interest in the Trust, including the right to receive the Collections and other amounts at the times and in the amounts specified in this Article IV to be paid to the Holder of the holders of the Exchangeable Transferor Certificates (the “Transferor’s Interest”)Certificate; provided, however, that if any Transferor or any Additional the Transferor elects to have all or a portion of its interest in the Transferor’s Transferor Interest be uncertificated as provided in Section 6.01 hereof6.01, then such uncertificated interest, together with any Transferor Certificates, interest shall represent the “Transferor’s Transferor Interest”; provided further provided, further, that the aggregate interest represented by such Exchangeable Transferor CertificatesCertificate in the Principal Receivables or, or any as the case may be, the aggregate uncertificated interest of the Transferor in the Transferor’s InterestPrincipal Receivables, shall not exceed the Transferor Interest at any time and such Exchangeable Transferor Certificate or, as the case may be, such uncertificated interest shall not represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series EnhancementInvestor Accounts, except as specifically provided in this Agreement Agreement, or the benefits of any Supplement; provided further that the foregoing shall not be construed Enhancement issued with respect to limit the Trustee’s obligation to make payments to the Transferor and the Servicer as and when required under this Agreement and any SupplementSeries.