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. 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. 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 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 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 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 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 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, 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 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 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 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 Transferor'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, 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 of the Transferor Transferor's 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, 's 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 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 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 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 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 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”"); 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. 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.