Common use of Securityholders Clause in Contracts

Securityholders. If, at any time, the Yield Supplement Account ceases to be an Eligible Deposit Account, the Servicer shall direct the Trustee to establish within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency shall consent) a new Yield Supplement Account meeting the conditions specified above, transfer any cash and/or any investments from the old Yield Supplement Account to such new Yield Supplement Account and from the date such new Yield Supplement Account is established, it shall be the "Yield Supplement Account." In addition, after five-days notice to the Trustee, the Servicer may direct the Trustee to establish a new Yield Supplement Account meeting the conditions specified above, transfer any cash and/or investments from the old Yield Supplement Account to such new Yield Supplement Account and from the date such new Yield Supplement Account is established, it shall be the "Yield Supplement Account." Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Yield Supplement Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) On the Closing Date, $11,250,000, in immediately available funds, from the proceeds of the issuance and sale of the Series 1998-3 Securities shall be deposited into the Yield Supplement Account (the "Initial Yield Supplement Deposit"). On each Distribution Date, the Trustee, acting in accordance with the written instructions of Servicer, shall withdraw from the Yield Supplement Account and deposit to the Collection Account an amount equal to the Yield Supplement Draw Amount. The Yield Supplement Draw Amount so deposited on any such Distribution Date shall be deemed to be Collections of Finance Charge Receivables allocated to the Series 1998-3 Securities and not deemed to be a part of Group I Finance Charge Collections. (c) Funds on deposit in the Yield Supplement Account shall be invested at the written direction of the Servicer by the Trustee in Eligible Investments. Funds on deposit in the Yield Supplement Account on the Closing Date and thereafter shall be invested in Eligible Investments that will mature so that such funds will be available for withdrawal on each of the Business Days preceding the Transfer Dates on which withdrawals from the Yield Supplement Account are scheduled to be made pursuant to Section 4.15(b). As long as the Trustee shall have complied and be in compliance with the terms of the Agreement, the Trustee shall not be liable for any insufficiency of amounts available in the Yield Supplement Account resulting from losses in connection with Eligible Investments. ARTICLE V Distributions and Reports to Series 1998-3 Securityholders Section 5.1.

Securityholders. If, If at any time, time the Yield Supplement Reserve Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall direct the Trustee to establish within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency shall consent) establish a new Yield Supplement Reserve Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash and/or or any investments from the old Yield Supplement Account to such new Yield Supplement Account and Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the date such new Yield Supplement Reserve Account is established, it shall be the "Yield Supplement Account." In addition, after five-days notice from time to time in an amount up to the TrusteeAvailable Reserve Account Amount at such time, the Servicer may direct the Trustee to establish a new Yield Supplement Account meeting the conditions specified above, transfer any cash and/or investments from the old Yield Supplement Account to such new Yield Supplement Account and from the date such new Yield Supplement Account is established, it shall be the "Yield Supplement Account." Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Yield Supplement Account for the purposes set forth in this Supplement, and (ii) on each Distribution Date (from and after the Reserve Account Funding Date) prior to the termination of carrying out the Servicer's or Reserve Account make a deposit into the Trustee's duties hereunderReserve Account in the amount specified in, and otherwise in accordance with, subsection 4.7(j). (b) On the Closing Date, $11,250,000, in immediately available funds, from the proceeds of the issuance and sale of the Series 1998-3 Securities shall be deposited into the Yield Supplement Account (the "Initial Yield Supplement Deposit"). On each Distribution Date, the Trustee, acting in accordance with the written instructions of Servicer, shall withdraw from the Yield Supplement Account and deposit to the Collection Account an amount equal to the Yield Supplement Draw Amount. The Yield Supplement Draw Amount so deposited on any such Distribution Date shall be deemed to be Collections of Finance Charge Receivables allocated to the Series 1998-3 Securities and not deemed to be a part of Group I Finance Charge Collections. (c) Funds on deposit in the Yield Supplement Reserve Account shall be invested at the written direction of the Servicer by the Trustee in Eligible Investments. Funds on deposit in the Yield Supplement Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Closing Date and thereafter Reserve Account on such Transfer Date, shall be invested in Eligible Investments such investments that will mature so that such funds will be available for withdrawal on each or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Business Days Series 1998-2 Securityholders possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. No such Eligible Investment shall be disposed of prior to its maturity. On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited in the Collection Account and treated as collections of Finance Charge Receivables allocable to Series 1998-2. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On the Determination Date preceding each Distribution Date with respect to the Controlled Accumulation Period and the first Distribution Date with respect to the Early Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the excess, if any, of the Covered Amount with respect to such Distribution Date over the Principal Funding Investment Proceeds with respect to such Distribution Date; provided, that such amount shall be reduced to the extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.7(j) with respect to such Distribution Date. (d) In the event that for any Distribution Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on the related Transfer Dates Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Collection Account and, prior to payment in full of the Class A Invested Amount, included in Class A Available Funds for such Distribution Date, and thereafter included in Class B Available Funds for such Distribution Date. (e) In the event that the Reserve Account Surplus on which any Distribution Date, after giving effect to all deposits to and withdrawals from the Yield Supplement Reserve Account are scheduled with respect to be made such Distribution Date, is greater than zero, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Reserve Account, and apply an amount equal to such Reserve Account Surplus in accordance with the priorities set forth in subsections 4.7(k) through (o). (f) Upon the earliest to occur of (i) the day on which the Invested Amount is paid in full to the Series 1998-2 Securityholders, (ii) if the Controlled Accumulation Period has not commenced, the occurrence of a Pay Out Event with respect to Series 1998-2, (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Distribution Date with respect to the Early Amortization Period and the Class A Scheduled Payment Date and (iv) the termination of the Trust pursuant to Section 4.15(b). As long as the Trustee shall have complied and be in compliance with the terms of the Agreement, the Trustee Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Class A Securityholders and the Class B Securityholders which are payable from the Reserve Account as provided herein, shall not be liable for any insufficiency of amounts available withdraw from the Reserve Account and apply all amounts, if any, on deposit in the Yield Supplement Reserve Account resulting from losses in connection accordance with Eligible Investmentsthe priorities set forth in subsections 4.7(k) through (o), and the Reserve Account shall be deemed to have terminated for purposes of this Supplement. ARTICLE V Distributions and Reports to Series 1998-3 Securityholders Section 5.14.13.

Securityholders. If, If at any time, time the Yield Supplement Reserve Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall direct the Trustee to establish within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency shall consent) establish a new Yield Supplement Reserve Account meeting the conditions specified aboveabove as an Eligible Deposit Account, and shall transfer any cash and/or or any investments from the old Yield Supplement Account to such new Yield Supplement Account and Reserve Account. The Trustee, at the direction of the Servicer, shall (i) make withdrawals from the date such new Yield Supplement Reserve Account is established, it shall be the "Yield Supplement Account." In addition, after five-days notice from time to time in an amount up to the TrusteeAvailable Reserve Account Amount at such time, the Servicer may direct the Trustee to establish a new Yield Supplement Account meeting the conditions specified above, transfer any cash and/or investments from the old Yield Supplement Account to such new Yield Supplement Account and from the date such new Yield Supplement Account is established, it shall be the "Yield Supplement Account." Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Yield Supplement Account for the purposes set forth in this Supplement, and (ii) on each Distribution Date (from and after the Reserve Account Funding Date) prior to the termination of carrying out the Servicer's or Reserve Account make a deposit into the Trustee's duties hereunderReserve Account in the amount specified in, and otherwise in accordance with, subsection 4.7(j). (b) On the Closing Date, $11,250,000, in immediately available funds, from the proceeds of the issuance and sale of the Series 1998-3 Securities shall be deposited into the Yield Supplement Account (the "Initial Yield Supplement Deposit"). On each Distribution Date, the Trustee, acting in accordance with the written instructions of Servicer, shall withdraw from the Yield Supplement Account and deposit to the Collection Account an amount equal to the Yield Supplement Draw Amount. The Yield Supplement Draw Amount so deposited on any such Distribution Date shall be deemed to be Collections of Finance Charge Receivables allocated to the Series 1998-3 Securities and not deemed to be a part of Group I Finance Charge Collections. (c) Funds on deposit in the Yield Supplement Reserve Account shall be invested at the written direction of the Servicer by the Trustee in Eligible Investments. Funds on deposit in the Yield Supplement Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Closing Date and thereafter Reserve Account on such Transfer Date, shall be invested in Eligible Investments such investments that will mature so that such funds will be available for withdrawal on each or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Business Days preceding the Transfer Dates on which withdrawals from the Yield Supplement Account are scheduled to be made pursuant to Section 4.15(b). As long as the Trustee shall have complied and be in compliance with the terms of the Agreement, the Trustee shall not be liable for any insufficiency of amounts available in the Yield Supplement Account resulting from losses in connection with Eligible Investments. ARTICLE V Distributions and Reports to Series 1998-3 Securityholders possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. No such Eligible Investment shall be disposed of prior to its maturity. On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited in the Collection Account and treated as collections of Finance Charge Receivables allocable to Series 1998-3. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On the Determination Date preceding each Distribution Date with respect to the Controlled Accumulation Period and the first Distribution Date with respect to the Early Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the excess, if any, of the Covered Amount with respect to such Distribution Date over the Principal Funding Investment Proceeds with respect to such Distribution Date; provided, that such amount shall be reduced to the extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.7(j) with respect to such Distribution Date. (d) In the event that for any Distribution Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from the Reserve Account on the related Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Collection Account and, prior to payment in full of the Class A Invested Amount, included in Class A Available Funds for such Distribution Date, and thereafter included in Class B Available Funds for such Distribution Date. (e) In the event that the Reserve Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Reserve Account, and apply an amount equal to such Reserve Account Surplus in accordance with the priorities set forth in subsections 4.7(k) through (o). (f) Upon the earliest to occur of (i) the day on which the Invested Amount is paid in full to the Series 1998-3 Securityholders, (ii) if the Controlled Accumulation Period has not commenced, the occurrence of a Pay Out Event with respect to Series 1998-3, (iii) if the Controlled Accumulation Period has commenced, the earlier of the first Distribution Date with respect to the Early Amortization Period and the Class A Scheduled Payment Date and (iv) the termination of the Trust pursuant to the Agreement, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Class A Securityholders and the Class B Securityholders which are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and apply all amounts, if any, on deposit in the Reserve Account in accordance with the priorities set forth in subsections 4.7(k) through (o), and the Reserve Account shall be deemed to have terminated for purposes of this Supplement. Section 5.14.13.

Securityholders. If, at any time, the Yield Supplement Account ceases to be an Eligible Deposit Account, the Servicer shall direct the Trustee to establish within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency shall consent) a new Yield Supplement Account meeting the conditions specified above, transfer any cash and/or any investments from the old Yield Supplement Account to such new Yield Supplement Account and from the date such new Yield Supplement Account is established, it shall be the "Yield Supplement Account." In addition, after five-days notice to the Trustee, the Servicer may direct the Trustee to establish a new Yield Supplement Account meeting the conditions specified above, transfer any cash and/or investments from the old Yield Supplement Account to such new Yield Supplement Account and from the date such new Yield Supplement Account is established, it shall be the "Yield Supplement Account." Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Yield Supplement Account for the purposes of carrying out the Servicer's or the Trustee's duties hereunder. (b) On the Closing Date, $11,250,000, in immediately available funds, from the proceeds of the issuance and sale of the Series 1998-3 2 Securities shall be deposited into the Yield Supplement Account (the "Initial Yield Supplement Deposit"). On each Distribution Date, the Trustee, acting in accordance with the written instructions of Servicer, shall withdraw from the Yield Supplement Account and deposit to the Collection Account an amount equal to the Yield Supplement Draw Amount. The Yield Supplement Draw Amount so deposited on any such Distribution Date shall be deemed to be Collections of Finance Charge Receivables allocated to the Series 1998-3 2 Securities and not deemed to be a part of Group I Finance Charge Collections. (c) Funds on deposit in the Yield Supplement Account shall be invested at the written direction of the Servicer by the Trustee in Eligible Investments. Funds on deposit in the Yield Supplement Account on the Closing Date and thereafter shall be invested in Eligible Investments that will mature so that such funds will be available for withdrawal on each of the Business Days preceding the Transfer Dates on which withdrawals from the Yield Supplement Account are scheduled to be made pursuant to Section 4.15(b). As long as the Trustee shall have complied and be in compliance with the terms of the Agreement, the Trustee shall not be liable for any insufficiency of amounts available in the Yield Supplement Account resulting from losses in connection with Eligible Investments. ARTICLE V Distributions and Reports to Series 1998-3 Securityholders Section 5.1.V