Common use of Collections and Allocations Clause in Contracts

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank TRS or an Affiliate of TRS remains the Servicer and (i) maintains a certificate short-term credit rating (which may be an implied rating) of deposit rating of not less than A-1 or better by Standard & and Poor’s and P-1 by Moody’s’s (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to such Rating Agency), (ii) obtains a guarantee with respect to the Servicer’s deposit and payment obligations hereunder pursuant to a guaranty in form and substance acceptable to each Rating Agency provided the guarantor maintains a short-term credit rating of P-1 by Moody’s and of A-1 by Standard & Poor’s (or such other rating below P-1 or A-1, as the case may be, which is satisfactory to such Rating Agency), or (iii) the Rating Agency Condition will be satisfied despite the Servicer’s inability to satisfy the rating requirement specified in clause (i) and for five Business Days following any reduction of any such rating or withdrawal of either such ratingfailure to satisfy the conditions specified in clause (ii) or (iii), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon1:00 P.M., New York City time, on the Distribution DateTransfer Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited or to be deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer Servicer, on a daily or monthly basis, as directed by the Transferors, (x) will distribute to the Transferors any Collections not required to be permitted to so deposited as such Collections are collected or (y) will withdraw the such excess from the Collection Account and distribute such excess to the Transferors. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Receivables, Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ the Series Allocable Finance Charge CollectionsCollections of such Series, Series Allocable Principal Collections, Collections of such Series and Series Allocable Defaulted Amount and of such Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Interest and the SellersTransferors’ Interest, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) Collections and Transfers. (i) The Servicer will apply allocate, pay or will instruct ------------------------- deposit all Collections with respect to the Trustee Receivables for each Business Day as described in this Article IV. Except as provided in any Supplement with respect ---------- to apply all any Series, no later than the Business Day following the receipt of any Collections, the Servicer shall deposit such Collections into the Concentration Account (or Collection Master Subaccount, if applicable) and shall allocate and transfer such Collections as indicated below. (ii) On each Business Day (each such Business Day, a "Deposit Date") the ------------ Servicer (or the Trustee, in accordance with written directions from the Servicer) shall allocate and transfer from Collections on deposit in the form of available funds in the Concentration Account (or Collection Master Subaccount, if applicable): (a) to the respective Series Collection Subaccount of each outstanding Series, (A) during the Revolving Period of such Series, an amount equal to the lesser of (1) the product of (x) the Invested Percentage for such Series and (y) such Collections and (2) the sum of the Accrued Expense Amount, any Miscellaneous Deficiency and Expense Amount and any Target Deficiency Amount with respect to such Series for such Business Day and (B) during the Amortization Period or the Early Amortization Period of such Series, the lesser of (1) the product of (x) the Invested Percentage for such Series and (y) such Collections and (2) the sum of the Accrued Expense Amount, any Miscellaneous Deficiency and Expense Amount and the Controlled Amortization Amount or the Target Receivables Amount, as applicable, with respect to such Series for such Business Day, and (b) to the Transferor Collection Subaccount (or, at the election of the Transferor by notice to the Servicer and the Trustee, to the Series Principal Collection Sub- subaccount of another Series) the remaining funds, if any, on deposit in the Concentration Account (or Collection Master Subaccount, if applicable) on such date after giving effect to transfers to be made pursuant to clause (a) of this ---------- subsection (a)(ii). If the amount transferred under this subsection (a)(ii) to ------------------ ------------------ the Series Collection Subaccounts is less than the amount required to be so transferred under this subsection (a)(ii), any funds on deposit in the ------------------ Concentration Account (or Collection Account as described Master Subaccount, if applicable) shall be allocated by the Trustee (in this Article IV and in each Supplement. Except as otherwise provided below, accordance with the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Period, whether the Servicer is required to make deposits of Collections written directions received pursuant to the first or the second preceding sentence, (iSection 3.04 above) the Servicer will only be required pro rata to deposit Collections into the Collection Account up to the each outstanding Series based on ------------ their respective Invested Percentages in an aggregate amount of Collections required not to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date exceed the amount of Collections deposited in such deficiency and the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts funds so allocated to any Series will not, except as specified in the related Supplement, shall be available transferred to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the respective Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or SupplementsCollection Subaccounts.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank either (i) Holdings remains the Servicer and Holdings or an Affiliate of Holdings, which has guaranteed the obligation of Holdings to deposit Collections into the Collection Account and is other wise acceptable to the Rating Agency, maintains a short-term rating of not less than A-1 by Standard & Poor and P-1 by Moody's and a certificate of deposit rating of not less than A-1 or better by Standard & Poor’s 's and P-1 by Moody’s, 's and for five Business Days following any reduction no Pay Out Event or withdrawal of either such ratingReinvestment Event shall have occurred or (ii) Holdings shall have otherwise made arrangements which satisfy the Rating Agency Condition, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon1:00 P.M., New York City time, on the Distribution DateTransfer Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then Holdings shall commence making daily deposits of Collections into the Collection Account as provided above, within five Business Days of the date on which neither of such conditions shall have been satisfied. Subject to the first proviso in Section 4.044.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Securityholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments Amounts will be allocated to each Series on the basis of such Series’ the Series Allocable Finance Charge CollectionsCollections of such Series, Series Allocable Principal Collections, Collections of such Series and Series Allocable Defaulted Amount and of such Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders Securityholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Securityholders' Interest and the Sellers’ Transferor's Interest, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article ARTICLE IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank the following conditions are satisfied: (A) (i) CompuCredit remains the Servicer and maintains a certificate of deposit short-term debt rating of not less than A-1 or better by Standard & Poor’s and 's, P-1 by Moody’s▇▇▇▇▇'▇ and F1+ by Fitch (if rated by Fitch), and for five Business Days following any reduction (ii) no Early Redemption Event, Reinvestment Event or withdrawal Event of either Default shall have occurred or (B) other arrangements are made such ratingthat the Rating Agency Condition is satisfied with respect thereto, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon4:00 p.m., New York City time, on the Distribution DateTransfer Date following the Monthly Period for which such Collections were processed. Subject to the first proviso in Section 4.04SECTION 4.02 and the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or for the benefit of Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement Agreement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ the Series Allocable Finance Charge CollectionsCollections of such Series, Series Allocable Principal Collections, Collections of such Series and Series Allocable Defaulted Amount and of such Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Interest Noteholders and the Sellers’ InterestSeries Enhancers and the Transferor Amount, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Indenture Supplement or Indenture Supplements.

Collections and Allocations. (a) The Servicer will apply shall apply, or will shall instruct the Indenture Trustee in writing (which instruction may be included in the Monthly Servicer Report) to apply and the Indenture Trustee shall apply, all funds on deposit in the Collection Account as described in this Article IV and in each SupplementVIII. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date date of Processing processing of such Collections, but in no event later than the second Business Day following the Date date of Processingprocessing. Subject to the express terms of any Supplement, but notwithstanding Notwithstanding anything else in this Indenture or the Sale and Servicing Agreement to the contrary, for so long as Citibank remains as: (i) no Early Amortization Event or Event of Default has occurred and is continuing; and (ii) the Servicer and or, so long as the Performance Support Provider is guaranteeing the obligations of the Servicer pursuant to the Performance Support Agreement, the Performance Support Provider maintains a certificate of deposit long term rating of A-1 “A” or better by Standard & Poor’s higher and P-1 by Moody’s, and for five Business Days following any reduction a short term rating of “A-1” or withdrawal of either such ratinghigher from S&P, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon11:00 a.m., New York City time, on the Distribution Date. Subject Business Day preceding each Payment Date in an amount equal to the first proviso Collections received during the related Collection Period. If the Servicer fails to make the deposit required by the preceding sentence by 11:00 a.m., New York City time, on the Business Day preceding the Payment Date, the Indenture Trustee shall promptly make a claim for payment of the applicable amounts under the Performance Support Agreement. The Servicer may retain funds constituting Collections in Section 4.04an amount equal to its accrued and unpaid Servicing Fee and shall not be required to deposit such funds in the Collection Account. In addition, but notwithstanding anything else in this Agreement to during the contraryRevolving Period, so long as no Reinvestment Criteria Event was outstanding as of the most recent Payment Date, the Servicer may retain, or may withdraw from the Collection Account, amounts with respect to any Due Period, whether each Collection Period not to exceed in the Servicer is required to make deposits aggregate the lesser of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Principal Collections into the received during such Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement Period and (ii) if at the aggregate purchase prices payable by the Issuer in respect of New Loans in connection with any time prior to such Distribution Date Renewed Loan Replacements and in respect of existing Loans the amount Loan Principal Balances of Collections deposited in the Collection Account exceeds the amount required to be deposited which were increased pursuant to clause (i) aboveSection 3.02 of the Loan Purchase Agreement during such Collection Period, and the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to shall remit each Series on the basis of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available amount to the Investor Certificateholders Depositor on behalf of the Issuer to pay the purchase price in respect of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or Supplementssuch New Loan.

Collections and Allocations. (a) Collections of Finance Charge Receivables with respect to a Monthly Period shall be allocated to Series 1997-1 in an amount equal to the product of such Collections of Finance Charge Receivables and the Series Allocation Percentage for such Monthly Period. Collections of Principal Receivables with respect to a Monthly Period shall be allocated to Series 1997-1 in an amount equal to the product of such Collections of Principal Receivables and the Series Allocation Percentage for such Monthly Period. The Servicer will apply shall apply, or will shall instruct the Trustee to apply apply, all Collections and other funds on deposit in the Collection Account that are allocated to the Series 1997-1 Certificates as described in this Article IV IV. Provided that daily deposits of Collections are required pursuant to subsection 4.1(f) of the Master Pooling and in Servicing Agreement, Collections of Finance Charge Receivables allocable to Series 1997-1 with respect to each SupplementMonthly Period need not be deposited into the Collection Account on a daily basis provided that no Pay Out Event shall have occurred and be continuing. Except as otherwise provided belowIf daily deposits of Collections of Finance Charge Receivables are not required pursuant to Section 4.1(f) of the Master Pooling and Servicing Agreement or this Section 4.2(a), the Servicer shall deposit Collections into the Collection Account as promptly as possible after on each Transfer Date the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits Series Allocation Percentage of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, of Finance Charge Receivables with respect to any Due the immediately preceding Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Provided that daily deposits of Collections are required pursuant to subsection 4.1(f) of the Master Pooling and Servicing Agreement, during the Revolving Period, so long as the Subordinate Class Investor Amount is not less than the Minimum Enhancement Amount, Collections of Finance Charge Principal Receivables allocable to Series 1997-1 with respect to each Monthly Period need not be deposited into the Collection Account on a daily basis during such Monthly Period; provided, however, that in the event that the Minimum Transferor Amount exceeds the Transferor Amount on any date, such Collections of Principal Receivables shall be deposited into the Excess Funding Account until the Transferor Amount equals the Minimum Transferor Amount; and provided, further, that on any date on which the sum of the Aggregate Principal Receivables and Defaulted the Excess Funding Amount is less than the Aggregate Investor Amount, such Collections of Principal Receivables and Miscellaneous Payments will shall be allocated deposited into the Collection Account on a daily basis. During the Amortization Period, Collections of Principal Receivables allocable to Series 1997-1 with respect to each Series Monthly Period shall be deposited into the Collection Account on the basis a daily basis. (c) All allocations of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount Default Amounts and Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available Adjustment Payment Obligations to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the Series in any Group and among the Senior Classes in any Series shall be set forth in the related Supplement or Supplementsmade to such classes pari passu.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided belowbelow or as expressly provided in any Supplement with respect to Collections allocated to the related Series, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank Colonial remains the Servicer and (x) maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s 's and P-1 by Moody’s's (or such other rating below A-1 or P-1, and for five Business Days following any reduction as the case may be, which is satisfactory to each Rating Agency), or withdrawal (y) Colonial has provided to the Trustee a letter of either such ratingcredit covering collection risk of the Servicer acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution DateTransfer Date following the Monthly Period with respect to which such deposit was made. Subject to the first proviso in Section 4.04express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the 53 Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. . Allocations for the Seller Certificates. Throughout the existence of the Trust, unless otherwise stated in any Supplement, the Servicer shall allocate to the Holders of the Seller Certificates an amount equal to the product of (bA) the Seller Percentage and (B) the aggregate amount of such Collections of Finance Charge Receivables and allocated to Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ Series Allocable Finance Charge CollectionsReceivables, Series Allocable Principal Collectionsrespectively, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and in respect of each Monthly Period. Notwithstanding anything in this Agreement to the contrary, unless otherwise stated in any Supplement, the Servicer need not deposit this amount or any other amounts so allocated to the Seller Certificates pursuant to any Supplement into the Collection Account and shall pay, or be deemed to pay, such amounts as collected to the Holders of the Seller Certificates. The payments to be made to the Holders of the Seller Certificates pursuant to this subsection 4.03(c) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.06 or 10.01, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 9.02 or 12.02 or payment of the purchase price for the Certificateholders' Interest of a specific Series will not, except as specified in pursuant to the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank (South Dakota) remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, , (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV VIII and in each Indenture Supplement. . (b) Except as otherwise provided below, the Servicer shall will deposit Collections received into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as Citibank remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon1:00 p.m., New York City time, on the Distribution Date. Subject to Business Day preceding the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to Payment Date following the contrary, Collection Period with respect to which such deposit relates, for so long as NMAC remains the Servicer, no Servicer Default has occurred and is continuing and any Due Periodof the following conditions is satisfied: (i) NMAC's short-term unsecured debt obligations are rated at least "P-1" by Moody's, whether "A-1" by Standard & Poor's and "F1" by Fitch (for so long as Moody's, Standard & Poor's and Fitch are each Rating Agencies); (ii) NMAC arranges for and maintains a letter of credit or other form of enhancement in respect of the Servicer is required Servicer's obligations to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up that is acceptable in form and substance to each Rating Agency; or (iii) NMAC otherwise satisfies the aggregate amount requirements of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Accounteach Rating Agency. (bc) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments Amounts on deposit in the Excess Funding Account will be allocated and paid to the Noteholders entitled thereto in accordance with this Article VIII and each Series on the basis of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts Indenture Supplement. Amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Interest Noteholders' and the Sellers’ Transferor Interest, among the Series in any Group and among the Classes in any Series shall Series, will be set forth in the related Indenture Supplement or Indenture Supplements. (d) The Servicer shall deposit Collections received into the Collection Account only to the extent that such amounts are required for deposit or distribution to the Noteholders or other parties, pursuant to this Indenture or the related Indenture Supplement. If on any day the amounts on deposit in the Collection Account exceed the amount required for deposit or distribution pursuant to this Indenture or the related Indenture Supplement, the Servicer may withdraw this excess amount. Subject to this Section 8.04, the Servicer may retain its Servicing Fee with respect to any Series and is not required to deposit the Servicing Fee into the Collection Account. The Servicer may elect to waive its Monthly Servicing Fee with respect to any Series, for any Collection Period, as and to the extent provided in any Indenture Supplement. (e) On each day during each Collection Period, the Servicer will allocate Interest Collections, Principal Collections and Defaulted Amounts among the outstanding Series. The Servicer will allocate such amounts to each Series based on the product of (i) the Series Allocation Percentage for such Series on such day and (ii) the Interest Collections, Principal Collections and Defaulted Amounts processed on such day. Once allocated to a particular Series, such amounts will be further allocated between the holders of the Transferor Interest and the Noteholders of such Series in accordance with the related Indenture Supplement.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date date of Processingprocessing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as Citibank if one or more of the following conditions is satisfied: (i) Nordstrom fsb remains the Servicer Servicer; Nordstrom guarantees the performance of the Servicer's obligations (unless the Rating Agencies shall consent to the deletion of such guarantee) and achieves and maintains a certificate of deposit commercial paper rating of not less than A-1 or better by Standard & Poor’s and P-1 's, not less than Prime-1 by Moody’s's and, if rated by Fitch, not less than F1 by Fitch, and Nordstrom fsb remains a wholly-owned subsidiary (directly or indirectly) of Nordstrom and in the event that there is any material change in the financing relationship between Nordstrom fsb and Nordstrom, (A) Nordstrom fsb shall have notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such material change, or (ii) any other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, and for five two Business Days following any reduction of any such rating or withdrawal of either such ratingchange in ownership, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon1:00 p.m., New York City time, on the Transfer Date immediately preceding the Distribution DateDate following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.048.05, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to cause the Indenture Trustee to withdraw the excess from the Collection Account and pay such amounts pursuant to the terms of the Transaction Documents. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. To the extent that, in accordance with this subsection, the Servicer has retained amounts which would otherwise be required to be deposited into the Collection Account or any Series Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the Collection Account or such Series Account on the related Transfer Date to the extent necessary to make required distributions on the related Distribution Date, including any amounts which are required to be applied as Reallocated Principal Collections, and pay any amounts remaining after making such deposit pursuant to the terms of the Transaction Documents. (b) Collections of Finance Charge Receivables and Receivables, Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on of Notes and to the basis Holders of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount the Transferor Certificates in accordance with this Article and Series Allocable Miscellaneous Payments each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Interest Holders of the Notes and the Sellers’ InterestHolders of the Transferor Certificates, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Indenture Supplement or Supplements.or

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank the following conditions are satisfied: (A) (i) CCIA or CCIS remains the Servicer and maintains or the Servicer has a certificate of deposit short-term debt rating of not less than A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction (ii) no Early Redemption Event or withdrawal Event of either Default shall have occurred or (B) other arrangements are made such ratingthat the Rating Agency Condition is satisfied with respect thereto, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon4:00 p.m., New York City London time, on the Distribution DateTransfer Date following the Monthly Period for which such Collections were processed. Subject to the first proviso in Section 4.044.02 and the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement Agreement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof between of the Certificateholders’ Interest foregoing amounts among the Noteholders or any O/C Holder and the Sellers’ InterestSeries Enhancers, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Indenture Supplement or Indenture Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution Dateprocessing. Subject to the first proviso in Section 4.048.05, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Payment Date to Investor Certificateholders Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Payment Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to cause the Indenture Trustee to withdraw the excess from the Collection Account and pay such amounts pursuant to the terms of the Transaction Documents. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. To the extent that, in accordance with this subsection, the Servicer has retained amounts which would otherwise be required to be deposited into the Collection Account or any Series Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the Collection Account or such Series Account on the related Transfer Date to the extent necessary to make required distributions on the related Payment Date, including any amounts which are required to be applied as Reallocated Principal Collections, and pay any amounts remaining after making such deposit pursuant to the terms of the Transaction Documents. (b) Collections of Finance Charge Receivables and Receivables, Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on of Notes and to the basis Holders of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount the Transferor Certificates in accordance with this Article and Series Allocable Miscellaneous Payments each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Interest Holders of the Notes and the Sellers’ InterestHolders of the Transferor Certificates, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Indenture Supplement or Indenture Supplements. In-store payments made with respect to Finance Charge Receivables and Principal Receivables shall be treated as Collections and be deemed to be received by the Servicer on the day such payment was made by the cardholder.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV VIII and in each Indenture Supplement. . (b) Except as otherwise provided below, the Servicer shall will deposit Collections received into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as Citibank remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon1:00 p.m., New York City time, on the Distribution Date. Subject to Business Day preceding the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to Payment Date following the contrary, Collection Period with respect to any Due Periodwhich such deposit relates, whether for so long as NMAC remains the Servicer and any of the following conditions is required satisfied: (i) NMAC's short-term unsecured debt obligations are rated of at least "P-1" by Moody's and "A-1" by Standard & Poor's (for so long as Moody's and Standard & Poor's are each Rating Agencies); (ii) NMAC arranges for and maintains a letter of credit or other form of enhancement in respect of the Servicer's obligations to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up that is acceptable in form and substance to each Rating Agency; or (iii) NMAC otherwise satisfies the aggregate amount requirements of each Rating Agency such that its continued or renewed deposits of Collections required to be deposited into any Series Account or, without duplication, distributed other than on a daily basis will not result in a failure or prior to satisfy the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection AccountRating Agency Condition. (bc) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments Amounts on deposit in the Excess Funding Account will be allocated and paid to the Noteholders entitled thereto in accordance with this Article VIII and each Series on the basis of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts Indenture Supplement. Amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Interest Noteholders' and the Sellers’ Transferor Interest, among the Series in any Group and among the Classes in any Series shall Series, will be set forth in the related Indenture Supplement or Indenture Supplements. (d) The Servicer shall deposit Collections received into the Collection Account only to the extent that such amounts are required for deposit or distribution to the Noteholders or other parties, pursuant to this Indenture or the related Indenture Supplement. If on any day the amounts on deposit in the Collection Account exceed the amount required for deposit or distribution pursuant to this Indenture or the related Indenture Supplement, the Servicer may withdraw this excess amount. Subject to this Section 8.04, the Servicer may retain its Servicing Fee with respect to any Series and is not required to deposit the Servicing Fee into the Collection Account. (e) On each day during each Collection Period, the Servicer will allocate Interest Collections, Principal Collections and Defaulted Amounts among the outstanding Series. The Servicer will allocate such amounts to each Series based on the product of (i) the Series Allocation Percentage for such Series on such day and (ii) the Interest Collections, Principal Collections and Defaulted Amounts processed on such day. Once allocated to a particular Series, such amounts will be further allocated between the holders of the Transferor Interest and the Noteholders of such Series in accordance with the related Indenture Supplement.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided belowbelow and in each Supplement, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, if Pier 1 or an Affiliate of Pier 1 remains the Servicer and (x) for so long as Citibank remains the Servicer and Pier 1 maintains a certificate of deposit short-term debt rating of A-1 "F-1" or better by Standard & Poor’s Fitch and P-1 "P-1" or better by Moody’s's (or such other rating below "F-1" or "P-1", and for five Business Days following any reduction as th▇ ▇▇▇▇ may be, which is satisfactory to each Rating Agency), or withdrawal (y) Pier 1 has provided to the Trustee a letter of either such ratingcredit covering collection risk of the Servicer acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the Rating Agency Condition has been satisfied), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon11:00 a.m., New York City time, on the Distribution related Transfer Date. (b) On each Business Day for all purposes of this Agreement and each Supplement, the Servicer shall allocate all Collections received for any period between Finance Charge Collections and Principal Collections. Subject Such Collections shall be allocated on each Business Day such that the sum of (i) the product of (x) such Collections received with respect to such Business Day minus Recoveries on such Business Day and (y) the sum of the Yield Factor and the Discount Percentage in effect with respect to such Business Day and (ii) any investment earnings with respect to amounts on deposit in the Excess Funding Account on such Business Day and (iii) Recoveries on such Business Day shall be considered Finance Charge Collec- tions and the remainder of such Collections shall be considered Principal Collections. With respect to each day during each Monthly Period, (i) Collections of Finance Charge Receivables will be allocated to the Certificateholders' Interest of each Series, and (ii) Collections of Principal Receivables will be allocated to the Certificateholders' Interest of each Series, each as set forth in the Supplement related to such Series. On each Determination Date, the Servicer shall determine the aggregate amount of Finance Charge Collections and Principal Collections for the preceding Monthly Period determined in each case in accordance with clause (y) of the respective definitions thereof. If, with respect to any Monthly Period, the aggregate amount of Finance Charge Collections for each Business Day in such Monthly Period, determined in accordance with clause (x) of the definition of Finance Charge Collections, exceeds the amount of Finance Charge Collections for such Monthly Period, determined in accordance with clause (y) of the definition of Finance Charge Collections, the amount of such excess shall be treated as Principal Collections with respect to such Monthly Period. If, with respect to any Monthly Period, the aggregate amount of Finance Charge Collections for each Business Day in such Monthly Period, determined in accordance with clause (x) of the definition of Finance Charge Collections, is less than the amount of Finance Charge Collections for such Monthly Period, determined in accordance with clause (y) of the definition of Finance Charge Collections, amounts initially allocated as Principal Collections in an amount equal to such shortfall shall be treated as Finance Charge Collections with respect to such Monthly Period. On each Determination Date following any adjustment to the total amount of Finance Charge Collections and Principal Collections as described above, the Servicer shall determine the aggregate amount which would have been deposited in the Finance Charge Account and the Principal Account for each Series with respect to the preceding Monthly Period in accordance with the provisions of each Supplement if Collections had been allocated on such adjusted basis. If the amount on deposit in the Finance Charge Account on any Determination Date with respect to the preceding Monthly Period is less than the amount that would have been deposited therein had Collections been allocated on such adjusted basis, the Trustee, at the written direction of the Servicer, shall deposit in the Finance Charge Account the amount of such shortfall first proviso from amounts on deposit in Section 4.04the Principal Account to the extent that any such amounts would not have been deposited therein had Collections been allocated on such adjusted basis and second from the Transferor to the extent of amounts paid to the Transferor during such Monthly Period which would otherwise have been deposited in the Finance Charge Account had Collections been allocated on such adjusted basis. If the amount on deposit in the Principal Account on any Determination Date with respect to the preceding Monthly Period is less than the amount that would have been deposited therein had Collections been allocated on such adjusted basis, the Trustee, at the written direction of the Servicer, shall deposit in the Principal Account the amount of such shortfall first from amounts on deposit in the Finance Charge Account to the extent that any such amounts would not have been deposited therein had Collections been allocated on such adjusted basis and second from the Transferor to the extent of amounts paid to the Transferor during such Monthly Period which would otherwise have been deposited in the Principal Account had Collections been allocated on such adjusted basis. (c) Throughout the existence of the Trust, unless otherwise stated in any Supplement, the Servicer shall allocate to the Holder of the Exchangeable Transferor Certificate an amount equal to the product of (A) the Transferor's Percentage and (B) the aggregate amount of such Collections allocated to Principal Receivables and Finance Charge Receivables, respectively, in respect of each Monthly Period; provided, however, that, if the Transferor Amount (determined after giving effect to any payment of such allocated amount and any Principal Receivables transferred to the Trust on such date and excluding the interest represented by any Supplemental Certificate), would otherwise be less than or equal to the Minimum Tra- nsferor Amount, the Servicer will not distribute to the Holder of the Exchangeable Transferor Certificate any such allocated amounts that other- wise would be distributed to the Holder of the Exchangeable Transferor Certificate, but notwithstanding shall deposit such funds in the Excess Funding Account. Notwithstanding anything else in this Agreement to the contrary, with respect unless otherwise stated in any Supplement, the Servicer need not deposit this amount or any other amounts so allocated to the Exchangeable Transferor Certificate pursuant to any Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections Supplement into the Collection Account up and shall pay, or be deemed to pay, such amounts as collected to the Holder of the Exchangeable Transferor Certificate. The payments to be made to the Holder of the Exchangeable Transferor Certificate pursuant to this Section 4.3(c) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.6 or 10.1, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 9.2 or 12.2 or payment of the purchase price for the Certificateholders' Interest of a specific Series pursuant to the related Supplement. (d) Throughout the existence of the Trust, unless otherwise stated in any Participation Supplement, the Servicer shall allocate to the holders of any Participations an amount equal to the product of (A) the related Participation Percentage and (B) the aggregate amount of such Collections required allocated to be deposited into any Series Account orPrincipal Receivables, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables Recoveries, respectively, and the aggregate Defaulted Receivables and Miscellaneous Payments will be allocated Amount, in each case, in respect of each Monthly Period. Notwith- standing anything in this Agreement to each Series on the basis of such Series’ Series Allocable Finance Charge Collectionscontrary, Series Allocable Principal Collectionsunless otherwise stated in any Participation Supplement, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and the Servicer need not deposit these amounts or any other amounts so allocated to any Participation pursuant to any Participation Supplement into the Collection Account and shall pay such amounts as collected to the holder of the related Participation. The payments to be made to the holder of any Participation pursuant to this Section 4.3(d) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.6 or 10.1, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 9.2 or 12.2 or payment of the purchase price for the Certificateholders' Interest of a specific Series will not, except as specified in pursuant to the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank remains as, and only so long as, the Transferor or an Affiliate thereof shall remain the Servicer hereunder, and maintains (a) (i) the Servicer provides to the Trustee a letter of credit or other credit support that satisfies the Rating Agency Condition or (b) the Servicer or Wachovia Corporation shall have and maintain a certificate of deposit or commercial paper rating of not less than P-1 by Moody's and of not less than A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating's, the Servicer need not make the daily deposits of deposit Collections into the Collection Account or any Series Account, as provided in any Supplement, or make payments to the preceding sentenceHolder of the Transferor Security, on a daily basis as provided in Article IV, but may make a single deposit such deposits, payments and withdrawals on each Transfer Date in an amount equal to the Collection Account in immediately available funds not later than 12:00 noonnet amount of such deposits, New York City time, payments and withdrawals which would have been made but for the provisions of this paragraph. If at any time the Servicer shall qualify to make deposits on the Distribution DateTransfer Date as provided in this paragraph (or shall cease to be so qualified) the Servicer shall deliver an Officer's Certificates to the Trustee stating that the criteria set forth in (a) or (b) of this paragraph have been satisfied (or have ceased to be satisfied). The Trustee may rely on such Officer's Certificate without investigation or inquiry). Subject to the first proviso in Section 4.044.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Securityholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments Amounts will be allocated to each Series on the basis of such Series’ the Series Allocable Finance Charge CollectionsCollections of such Series, Series Allocable Principal Collections, Collections of such Series and Series Allocable Defaulted Amount and of such Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders Securityholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Securityholders' Interest and the Sellers’ Transferor's Interest, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided belowbelow and in each Supplement, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, if Retailers National Bank remains the Servicer and (x) for so long as Citibank remains the Servicer and Target Corporation maintains a certificate of deposit short-term debt rating of A-1 “A-1” or better by Standard & Poor’s and P-1 “P-1” or better by Moody’s’s (or such other rating below “A-1” or “P-1,” as the case may be, and for five Business Days following any reduction which is satisfactory to each Rating Agency), or withdrawal (y) Retailers National Bank has provided to the Trustee a letter of either such ratingcredit covering collection risk of the Servicer acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the Rating Agency Condition has been satisfied), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution related Transfer Date. Subject . (b) With respect to each day during each Monthly Period, (i) Collections of Finance Charge Receivables will be allocated to the first proviso Certificateholders’ Interest of each Series, and (ii) Collections of Principal Receivables will be allocated to the Certificateholders’ Interest of each Series, each as set forth in Section 4.04the Supplement related to such Series. On each Determination Date, (i) Collections of Recoveries will be treated as Collections of Principal Receivables and allocated to the Certificateholders’ Interest of each Series and (ii) Defaulted Receivables will be allocated to the Certificate-holders’ Interest of each Series, each as set forth in the related Supplement. (c) Throughout the existence of the Trust, unless otherwise stated in any Supplement, the Servicer shall allocate to the Holder of the Transferor Certificate an amount equal to the product of (A) the Transferor’s Percentage and (B) the aggregate amount of such Collections allocated to Principal Receivables and Finance Charge Receivables, respectively, in respect of each Monthly Period; provided, however, that, if the Transferor Amount (determined after giving effect to any payment of such amount and any Principal Receivables transferred to the Trust on such date and excluding the interest represented by any Supplemental Certificate), would otherwise be less than or equal to the Required Retained Transferor Amount, the Servicer will not distribute to the Holder of the Transferor Certificate any such amounts that otherwise would be distributed to the Holder of the Transferor Certificate, but notwithstanding shall deposit such funds in the Special Funding Account. Notwithstanding anything else in this Agreement to the contrary, with respect unless otherwise stated in any Supplement, the Servicer need not deposit this amount or any other amounts so allocated to the Transferor Certificate pursuant to any Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections Supplement into the Collection Account up and shall pay, or be deemed to pay, such amounts as collected to the Holder of the Transferor Certificate. The payments to be made to the Holder of the Transferor Certificate pursuant to this subsection 4.3(c) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.6 or 10.1, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 12.2 or payment of the purchase price for the Certificateholders’ Interest of a specific Series pursuant to the related Supplement. (d) Throughout the existence of the Trust, unless otherwise stated in any Participation Supplement, the Servicer shall allocate to the holders of any Participations an amount equal to the product of (A) the related Participation Percentage and (B) the aggregate amount of such Collections required allocated to be deposited into any Series Account orPrincipal Receivables, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables Recoveries, respectively, and the aggregate amount of Defaulted Receivables and Miscellaneous Payments will be allocated Receivables, in each case, in respect of each Monthly Period. Notwithstanding anything in this Agreement to each Series on the basis of such Series’ Series Allocable Finance Charge Collectionscontrary, Series Allocable Principal Collectionsunless otherwise stated in any Participation Supplement, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and the Servicer need not deposit these amounts or any other amounts so allocated to any Series will not, except Participation pursuant to any Participation Supplement into the Collection Account and shall pay such amounts as specified in collected to the holder of the related Supplement, Participation. The payments to be available made to the Investor Certificateholders holder of any Participation pursuant to this subsection 4.3(d) do not apply to deposits to the Collection Account or other Series. Allocations thereof between amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.6 or 10.1, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 12.2 or payment of the purchase price for the Certificateholders’ Interest and the Sellers’ Interest, among the of a specific Series in any Group and among the Classes in any Series shall be set forth in pursuant to the related Supplement or SupplementsSupplement.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections or, in the case of any Collections consisting of Interchange, not later than 12:00 noon, New York City time, on each Distribution Date. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank [Servicer Name] remains the Servicer and (x) maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s 's and P-1 by Moody’s's, and for five Business Days following any reduction or withdrawal (y) [Servicer Name] has provided to the Trustee a letter of either such ratingcredit covering collection risk of the Servicer acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Transfer Date immediately preceding each Distribution Date or, in the case of any Collections consisting of Interchange, not later than 12:00 noon, New York City time, on each Distribution Date. Subject to the first proviso in provision Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Distribution, Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) (i) Collections of Finance Charge Receivables will be allocated to the Certificateholders' Interest of a Series in an amount equal to the product of the amount of such Collections and the Floating Allocation Percentage of such Series, (ii) the Defaulted Amount will be allocated to the Certificateholders' Interest of a Series in an amount equal to the product of such Defaulted Amount and the Floating Allocation Percentage of such Series, (iii) Collections of Principal Receivables will be allocated to the Certificateholders' Interest of such Series in an amount equal to the product of the amount of such Collections and the Principal Allocation Percentage of such Series and (iv) Miscellaneous Payments will be allocated to the Certificateholders' Interest of such Series in an amount equal to the product of the amount of such Miscellaneous Payments and a fraction the numerator of which is the Invested Amount and Enhancement Invested Amount, if any, of such Series and the denominator of which is the sum of the Invested Amounts and the Enhancement Invested Amount, if any, for all outstanding Series, in each case or such Monthly Period. Subject to Sections 4.03(c) and 4.04, amounts not allocated to the Certificateholders' Interest of any Series will be allocated to the Depositor's Interest. (c) On the earlier of (A) the second Business Day after the Date of Processing and (B) the day on which the Servicer actually deposits any Collections into the Collection Account or, in the case of any Collections consisting of Interchange, not later than 12:00 noon, New York City time, on each Distribution Date, the Servicer will pay to the Depositor (i) the Depositor's allocable portion of Collections of Finance Charge Receivables and (ii) the Depositor's allocable portion of Collections of Principal Receivables; PROVIDED, however, that, in the case of Collections of Principal Receivables allocated to the Depositor's Interest and Defaulted any Shared Principal Collections that would otherwise be paid to the Depositor pursuant to Section 4.04, such amounts shall be paid to the Depositor only if the Depositor's Amount (determined after giving effect to any Principal Receivables transferred to the Trust on such date) exceeds zero. The amount held in the Collection Account as a result of the proviso in the preceding sentence ("Unallocated Principal Collections") shall be paid to the Depositor at the time the Depositor's Amount exceeds zero; PROVIDED, HOWEVER, that any Unallocated Principal Collections on deposit in the Collection Account at any time during which any Principal Sharing Series is in its Accumulation Period, Amortization Period or Early Amortization Period shall be deemed to be Shared Principal Collections and Miscellaneous Payments will shall be allocated and distributed in accordance with Section 4.04 and the terms of each Supplement. The payments to each Series on be made to the basis of such Series’ Series Allocable Finance Charge Depositor pursuant to this Section 4.03(c) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including Miscellaneous Payments, payment of the purchase price for Receivables pursuant to Section 2.06 or 10.01, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 9.02 or 12.02 or payment of the purchase price for the Certificateholders' Interest of a specific Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts so allocated pursuant to any Series will not, except as specified in the related Supplement. (d) If the Depositor so designates, the Principal Receivables in Additional Accounts added during any Monthly Period having an Additional Cut-Off Date as of any day during the preceding Monthly Period shall be available treated as Principal Receivables outstanding on and after such Additional Cut-Off Date for purposes of calculating the Floating Allocation Percentage and Principal Allocation Percentage for the Monthly Period in which such Additional Accounts are added. Any such recalculation of the Floating Allocation Percentage and Principal Allocation Percentage for a Monthly Period shall be effective only on and after the Addition Date, but the Servicer shall determine the amounts of Collections and the Defaulted Amounts which would have been allocated to the Investor Certificateholders Certificateholders' Interest of any other Series. Allocations thereof between each Series for the portion of such Monthly Period preceding such Addition Date as if such recalculated Floating Allocation Percentage and Principal Allocation Percentage had been in effect and shall adjust the amounts to be allocated for the remainder of such Monthly Period so that the amounts allocated to the Certificateholders’ ' Interest of each Series and the Sellers’ Interest, among Depositor's Interest are equal to the Series amounts which would have been allocated to them if such recalculated percentages had been in any Group and among effect for the Classes in any Series shall be set forth in the related Supplement or Supplementsentire Monthly Period.

Collections and Allocations. (a) The Servicer will --------------------------- apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections or, in the case of any Collections consisting of Interchange, not later than 12:00 noon, New York City time, on each Distribution Date. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank [Servicer Name] remains the Servicer and (x) maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s 's and P-1 by Moody’s's, and for five Business Days following any reduction or withdrawal (y) [Servicer Name] has provided to the Trustee a letter of either such ratingcredit covering collection risk of the Servicer acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Transfer Date immediately preceding each Distribution Date or, in the case of any Collections consisting of Interchange, not later than 12:00 noon, New York City time, on each Distribution Date. Subject to the first proviso in provision Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Distribution, Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) (i) Collections of Finance Charge Receivables will be allocated to the Certificateholders' Interest of a Series in an amount equal to the product of the amount of such Collections and the Floating Allocation Percentage of such Series, (ii) the Defaulted Amount will be allocated to the Certificateholders' Interest of a Series in an amount equal to the product of such Defaulted Amount and the Floating Allocation Percentage of such Series, (iii) Collections of Principal Receivables will be allocated to the Certificateholders' Interest of such Series in an amount equal to the product of the amount of such Collections and the Principal Allocation Percentage of such Series and (iv) Miscellaneous Payments will be allocated to the Certificateholders' Interest of such Series in an amount equal to the product of the amount of such Miscellaneous Payments and a fraction the numerator of which is the Invested Amount and Enhancement Invested Amount, if any, of such Series and the denominator of which is the sum of the Invested Amounts and the Enhancement Invested Amount, if any, for all outstanding Series, in each case for such Monthly Period. Subject to Sections 4.03(c) and 4.04, amounts not allocated to the Certificateholders' Interest of any Series will be allocated to the Depositor's Interest. (c) On the earlier of (A) the second Business Day after the Date of Processing and (B) the day on which the Servicer actually deposits any Collections into the Collection Account or, in the case of any Collections consisting of Interchange, not later than 12:00 noon, New York City time, on each Distribution Date, the Servicer will pay to the Depositor (i) the Depositor's allocable portion of Collections of Finance Charge Receivables and (ii) the Depositor's allocable portion of Collections of Principal Receivables; provided, however, that, in the case of Collections of Principal Receivables -------- ------- allocated to the Depositor's Interest and Defaulted any Shared Principal Collections that would otherwise be paid to the Depositor pursuant to Section 4.04, such amounts shall be paid to the Depositor only if the Depositor's Amount (determined after giving effect to any Principal Receivables transferred to the Trust on such date) exceeds zero. The amount held in the Collection Account as a result of the proviso in the preceding sentence ("Unallocated Principal Collections") shall be paid to the Depositor at the time the Depositor's Amount exceeds zero; provided, however, that any Unallocated Principal Collections on deposit in the -------- ------- Collection Account at any time during which any Principal Sharing Series is in its Accumulation Period, Amortization Period or Early Amortization Period shall be deemed to be Shared Principal Collections and Miscellaneous Payments will shall be allocated and distributed in accordance with Section 4.04 and the terms of each Supplement. The payments to each Series on be made to the basis of such Series’ Series Allocable Finance Charge Depositor pursuant to this Section 4.03(c) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including Miscellaneous Payments, payment of the purchase price for Receivables pursuant to Section 2.06 or 10.01, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 9.02 or 12.02 or payment of the purchase price for the Certificateholders' Interest of a specific Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts so allocated pursuant to any Series will not, except as specified in the related Supplement. (d) If the Depositor so designates, the Principal Receivables in Additional Accounts added during any Monthly Period having an Additional Cut-Off Date as of any day during the preceding Monthly Period shall be available treated as Principal Receivables outstanding on and after such Additional Cut-Off Date for purposes of calculating the Floating Allocation Percentage and Principal Allocation Percentage for the Monthly Period in which such Additional Accounts are added. Any such recalculation of the Floating Allocation Percentage and Principal Allocation Percentage for a Monthly Period shall be effective only on and after the Addition Date, but the Servicer shall determine the amounts of Collections and the Defaulted Amounts which would have been allocated to the Investor Certificateholders Certificateholders' Interest of any other Series. Allocations thereof between each Series for the portion of such Monthly Period preceding such Addition Date as if such recalculated Floating Allocation Percentage and Principal Allocation Percentage had been in effect and shall adjust the amounts to be allocated for the remainder of such Monthly Period so that the amounts allocated to the Certificateholders’ ' Interest of each Series and the Sellers’ Interest, among Depositor's Interest are equal to the Series amounts which would have been allocated to them if such recalculated percentages had been in any Group and among effect for the Classes in any Series shall be set forth in the related Supplement or Supplementsentire Monthly Period.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank the following conditions are satisfied: (i) CompuCredit remains the Servicer and maintains a certificate of deposit commercial paper rating of not less than A-1 or better by Standard & Poor’s 's and P-1 by Moody’s's, and for five Business Days following any reduction (ii) no Pay Out Event or withdrawal of either such ratingReinvestment Event shall have occurred, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon4:00 P.M., New York City time, on the Distribution DateTransfer Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.044.04 and the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Receivables, Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ the Series Allocable Finance Charge CollectionsCollections of such Series, Series Allocable Principal Collections, Collections of such Series and Series Allocable Defaulted Amount and of such Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ ' Interest and the Sellers’ Transferor's Interest, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to Issuer shall apply all funds on deposit in the Collection Account as described in this Article IV VIII and in each Indenture Supplement. Except as otherwise provided belowbelow and in each Indenture Supplement, the Servicer Issuer shall deposit deposit, or cause to be deposited, Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement Indenture to the contrary, if (x) for so long as Citibank remains the Master Servicer and maintains a certificate of deposit short term debt rating of A-1 or better by Standard & Poor’s and S&P, P-1 or better by Moody’s's (if rated by Moody's) and F1 or better by Fitch (if rated by Fitch), (y) with respect to Collections allocable to any Series, any other conditions specified in the related Indenture Supplement are satisfied or (z) the Master Servicer has provided to the Indenture Trustee a letter of credit, surety bond or other similar arrangement covering collection risk of Servicer and for five Business Days following any reduction or withdrawal of either such ratingin each case acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the Rating Agency Condition has been satisfied), the Servicer if any, Issuer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution related Business Day immediately preceding the Payment Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) On each Determination Date, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations pursuant to clauses (d) through (f) below, Principal Collections and Non-Principal Collections shall be allocated to each Series of Finance Charge Receivables Notes in accordance with the related Indenture Supplement. On each Determination Date after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations and Principal Receivables and Defaulted Receivables and Miscellaneous Payments Product Line Overconcentrations pursuant to clauses (d) through (f) below, the Default Amount will be allocated to each Series of Notes in accordance with the related Indenture Supplement. (c) Throughout the existence of the Issuer, unless otherwise stated in any Indenture Supplement, on each Determination Date, after giving effect to allocations in respect of Dealer Overconcentrations, Manufacturer Overconcentrations and Product Line Overconcentrations pursuant to clauses (d) through (f) below, the basis Issuer shall allocate to the Transferor an amount equal to the product of such Series’ Series Allocable Finance Charge Collections, Series Allocable (A) the Transferor Percentage and (B) the aggregate amount of Principal Collections and Non-Principal Collections, Series Allocable Defaulted respectively, on that Determination Date; provided, that, if the Free Equity Amount and Series Allocable Miscellaneous Payments and (determined after giving effect to any transfer of Principal Receivables to the Issuer on such date), is less than or equal to the Minimum Free Equity Amount, Issuer shall deposit in the Excess Funding Account an amount equal to the lesser of (i) the amounts so that otherwise would be allocated to the Transferor and (ii) the amount by which the Minimum Free Equity Amount exceeds the Free Equity Amount. Unless otherwise stated in any Indenture Supplement, neither the Master Servicer nor Transferor need deposit any amounts allocated to Transferor pursuant to the foregoing into the Collection Account and shall pay, or be deemed to pay, such amounts as collected to Transferor. The payments to be made to Transferor pursuant to this Section 8.4(c) do not include amounts that do not represent Collections, including proceeds from the sale, disposition or liquidation of Transferred Receivables pursuant to Section 5.3 or payment of the purchase price for the Notes of a specific Series will not, except as specified in pursuant to the related Indenture Supplement. (d) On each Determination Date, the Issuer shall determine whether a Dealer Overconcentration exists with respect to any Dealer that is not a Manufacturer, and, if any Dealer Overconcentration does exist, shall calculate the Dealer Overconcentration Percentage for each Overconcentrated Dealer. For so long as a Dealer Overconcentration exists, the Dealer Overconcentration Percentage of (i) all Principal Collections relating to each Overconcentrated Dealer, (ii) all Non-Principal Collections relating to each Overconcentrated Dealer and (iii) the portion of the Default Amount relating to each Overconcentrated Dealer with respect to each Monthly Period shall each be available allocated to the Investor Certificateholders Transferor on each Determination Date. (e) On each Determination Date, after giving effect to paragraph (d) above, the Issuer shall determine whether a Manufacturer Overconcentration exists with respect to any Manufacturer, and, if any Manufacturer Overconcentration does exist, shall calculate the Manufacturer Overconcentration Percentage for each Overconcentrated Manufacturer. For so long as a Manufacturer Overconcentration exists, the Manufacturer Overconcentration Percentage of (i) all Principal Collections relating to each Overconcentrated Manufacturer, (ii) all Non-Principal Collections relating to each Overconcentrated Manufacturer and (iii) the portion of the Default Amount relating to each Overconcentrated Manufacturer with respect to each Monthly Period shall each be allocated to the Transferor on each Determination Date. (f) On each Determination Date, after giving effect to paragraphs (d) and (e) above, the Issuer shall determine whether a Product Line Overconcentration exists with respect to any other SeriesProduct line, and, if any Product Line Overconcentration does exist, shall calculate the Product Line Overconcentration Percentage for each Overconcentrated Product Line. Allocations thereof between For so long as a Product Line Overconcentration exists, the Certificateholders’ Interest Product Line Overconcentration Percentage of (i) all Principal Collections relating to each Overconcentrated Product Line, (ii) all Non-Principal Collections relating to each Overconcentrated Product Line and (iii) the Sellers’ Interest, among portion of the Series in any Group and among Default Amount relating to each Overconcentrated Product Line with respect to each Monthly Period shall each be allocated to the Classes in any Series shall be set forth in the related Supplement or SupplementsTransferor on each Determination Date.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank the following conditions are satisfied: (A) (i) CompuCredit remains the Servicer and maintains a certificate of deposit short-term debt rating of not less than A-1 or better by Standard & Poor’s and 's, P-1 by Moody’s▇▇▇▇▇'▇ and F1+ by Fitch (if rated by Fitch), and for five Business Days following any reduction (ii) no Early Redemption Event, Reinvestment Event or withdrawal Event of either Default shall have occurred or (B) other arrangements are made such ratingthat the Rating Agency Condition is satisfied with respect thereto, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon4:00 p.m., New York City time, on the Distribution DateTransfer Date following the Monthly Period for which such Collections were processed. Subject to the first proviso in Section 4.044.02 and the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or for the benefit of Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement Agreement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ the Series Allocable Finance Charge CollectionsCollections of such Series, Series Allocable Principal Collections, Collections of such Series and Series Allocable Defaulted Amount and of such Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders Noteholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Interest Noteholders and the Sellers’ InterestSeries Enhancers and the Transferor Amount, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Indenture Supplement or Indenture Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank either of the following conditions are satisfied: (i) Universal remains the Servicer Servicer, the Citibank Servicing Guarantee remains in effect and Citibank, N.A. maintains a certificate of deposit rating of not less than A-1 or better by Standard & and Poor’s 's and P-1 by Moody’s's or (ii) any other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, and for five Business Days following any reduction or withdrawal the failure of either such ratingboth of those conditions to be satisfied, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon1:00 P.M., New York City time, on the Distribution DateTransfer Date following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Receivables, Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ the Series Allocable Finance Charge CollectionsCollections of such Series, Series Allocable Principal Collections, Collections of such Series and Series Allocable Defaulted Amount and of such Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ ' Interest and the Sellers’ Transferor's Interest, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, if National City , as Servicer, remains the Servicer and (i) for so long as Citibank remains the Servicer and it maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s 's and P-1 or better by Moody’s's (or such other rating below A-1 or P-1, and for five Business Days following any reduction as the case may be, which is satisfactory to each Rating Agency), or withdrawal (ii) National City has provided to the Trustee a letter of either such ratingcredit covering collection risk of the Servicer acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the Rating Agency Condition has been satisfied), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution related Transfer Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (iA) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (iiB) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (iA) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) With respect to each day during each Monthly Period, (i) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each the Certificateholders' Interest of a Series on in an amount equal to the basis product of the amount of such Series’ Collections and the Floating Allocation Percentage of such Series Allocable Finance Charge Collectionswith respect to such day, (ii) the Defaulted Amount will be allocated to the Certificateholders' Interest of a Series Allocable Principal Collections, Series Allocable in an amount equal to the product of such Defaulted Amount and the Floating Allocation Percentage of such Series Allocable Miscellaneous Payments with respect to such day, (iii) Collections of Principal Receivables will be allocated to the Certificateholders' Interest of such Series in an amount equal to the product of the amount of such Collections and the Principal Allocation Percentage of such Series with respect to such day during such Monthly Period. (c) Throughout the existence of the Trust, unless otherwise stated in any Supplement, the Servicer shall allocate to the Holders of the Seller Interest an amount equal to the product of (i) the Seller Percentage and (ii) the aggregate amount of such Collections allocated to Principal Receivables and Finance Charge Receivables, respectively, in respect of each Monthly Period. Notwithstanding anything in this Agreement to the contrary, unless otherwise stated in any Supplement, the Servicer need not deposit this amount or any other amounts so allocated to the Seller Interest pursuant to any Series will notSupplement into the Collection Account and shall pay, except or be deemed to pay, such amounts as specified in the related Supplement, be available collected to the Investor Certificateholders Holders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Seller Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) Collections and Transfers. (i) The Servicer will apply allocate, pay or will instruct ------------------------- deposit all Collections with respect to the Trustee Receivables for each Business Day as described in this Article IV. Except as provided in any Supplement with respect ---------- to apply all any Series, no later than the Business Day following the receipt of any Collections, the Servicer shall deposit such Collections into the Concentration Account (or Collection Master Subaccount, if applicable) and shall allocate and transfer such Collections as indicated below. (ii) On each Business Day (each such Business Day, a "Deposit Date") the ------------ Servicer (or the Trustee, in accordance with written directions from the Servicer) shall allocate and transfer from Collections on deposit in the form of available funds in the Concentration Account (or Collection Master Subaccount, if applicable): (a) to the respective Series Collection Subaccount of each outstanding Series, (A) during the Revolving Period of such Series, an amount equal to the lesser of (1) the product of (x) the Invested Percentage for such Series and (y) such Collections and (2) the sum of the Accrued Expense Amount, any Miscellaneous Deficiency and Expense Amount and any Target Deficiency Amount with respect to such Series for such Business Day and (B) during the Amortization Period or the Early Amortization Period of such Series, the lesser of (1) the product of (x) the Invested Percentage for such Series and (y) such Collections and (2) the sum of the Accrued Expense Amount, any Miscellaneous Deficiency and Expense Amount and the Controlled Amortization Amount or the Target Receivables Amount, as applicable, with respect to such Series for such Business Day, and (b) to the Transferor Collection Subaccount (or, at the election of the Transferor by notice to the Servicer and the Trustee, to the Series Principal Collection Sub-subaccount of another Series) the remaining funds, if any, on deposit in the Concentration Account (or Collection Master Subaccount, if applicable) on such date after giving effect to transfers to be made pursuant to clause (a) of this subsection (a)(ii). If the amount ---------- ------------------ transferred under this subsection (a)(ii) to the Series Collection Subaccounts ------------------ is less than the amount required to be so transferred under this subsection ---------- (a)(ii), any funds on deposit in the Concentration Account (or Collection Account as described Master ------- Subaccount, if applicable) shall be allocated by the Trustee (in this Article IV and in each Supplement. Except as otherwise provided below, accordance with the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s and P-1 by Moody’s, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Period, whether the Servicer is required to make deposits of Collections written directions received pursuant to the first or the second preceding sentence, (iSection 3.04 above) the Servicer will only be required pro rata to deposit Collections into the Collection Account up to the each ------------ outstanding Series based on their respective Invested Percentages in an aggregate amount of Collections required not to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date exceed the amount of Collections deposited in such deficiency and the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts funds so allocated to any Series will not, except as specified in the related Supplement, shall be available transferred to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the respective Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or SupplementsCollection Subaccounts.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee to apply all funds on deposit in the Collection Account as described in this Article IV VIII and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as Citibank any of the following conditions are satisfied: (i) ANB remains the Servicer Servicer; AFCC guarantees the performance of the Servicer's obligations (unless the Rating Agencies shall consent to the deletion of such guarantee) and maintains a certificate of deposit commercial paper rating of not less than A-1 or better by Standard & Poor’s and 's, not less than P-1 by Moody’s's and, if rated by Fitch, not less than F1 by Fitch, and ANB remains a wholly-owned AFCC subsidiary (directly or indirectly) and in the event that there is any material change in the financing relationship between ANB and AFCC, (A) ANB shall have notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such material change, or (ii) any other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, and for five (5) Business Days following any reduction of any such rating or withdrawal of either such ratingchange in ownership, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon1:00 p.m., New York City time, on the Distribution DateDate following the Monthly Period with respect to which such deposit relates. Subject to the first proviso in Section 4.048.05, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay such amounts pursuant to the terms of the Transaction Documents. Subject to the immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. To the extent that, in accordance with this subsection 8.04(a), the Servicer has retained amounts which would otherwise be required to be deposited into the Collection Account or any Series Account with respect to any Monthly Period, the Servicer shall be required to deposit such amounts in the Collection Account or such Series Account on the related Distribution Date to the extent necessary to make required distributions on the related Distribution Date, including any amounts which are required to be applied as Reallocated Principal Collections, and pay any amounts remaining after making such deposit pursuant to the terms of the Transaction Documents. (b) Collections of Finance Charge Receivables and Receivables, Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount Notes and Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders Holders of any other Series. Allocations thereof between the Certificateholders’ Interest Transferor Certificates in accordance with this Article VIII and the Sellers’ Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related each Indenture Supplement or Supplements.and

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank the following conditions are satisfied: (A) (i) CompuCredit remains the Servicer and maintains has a certificate of deposit short-term debt rating of not less than A-1 or better by Standard & Poor’s and ’s, P-1 by Moody’s▇▇▇▇▇’▇ and F1+ by Fitch (if rated by Fitch), and for five Business Days following any reduction (ii) no Early Redemption Event, Reinvestment Event or withdrawal Event of either Default shall have occurred or (B) other arrangements are made such ratingthat the Rating Agency Condition is satisfied with respect thereto, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon4:00 p.m., New York City time, on the Distribution DateTransfer Date following the Monthly Period for which such Collections were processed. Subject to the first proviso in Section 4.044.02 and the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or for the benefit of Noteholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement Agreement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw withdraw, or instruct the Indenture Trustee to withdraw, the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to Section 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ the Series Allocable Finance Charge CollectionsCollections of such Series, Series Allocable Principal Collections, Collections of such Series and Series Allocable Defaulted Amount and of such Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof of the foregoing amounts between the Certificateholders’ Interest Noteholders and the Sellers’ InterestSeries Enhancers and the Transferor Amount, among the Series in any Group and among the Classes in any Series Series, shall be set forth in the related Indenture Supplement or Indenture Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank (South Dakota) remains the Servicer and maintains a certificate of deposit rating of A-1 or better by Standard & Poor’s 's and P-1 by Moody’s's, and for five Business Days following any reduction or withdrawal of either such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated to each Series on the basis of such Series’ ' Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ ' Interest and the Sellers’ ' Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided belowbelow and in each Supplement, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of ProcessingProcessing of such Collections. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, if Retailers National Bank remains the Servicer and (x) for so long as Citibank remains the Servicer and Target Corporation maintains a certificate of deposit short-term debt rating of A-1 "A-1" or better by Standard & Poor’s 's and P-1 "P-1" or better by Moody’s's (or such other rating below "A-1" or "P-1", and for five Business Days following any reduction as the case may be, which is satisfactory to each Rating Agency), or withdrawal (y) Retailers National Bank has provided to the Trustee a letter of either such ratingcredit covering collection risk of the Servicer acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the Rating Agency Condition has been satisfied), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the Distribution related Transfer Date. Subject . (b) With respect to each day during each Monthly Period, (i) Collections of Finance Charge Receivables will be allocated to the first proviso Certificateholders' Interest of each Series, and (ii) Collections of Principal Receivables will be allocated to the Certificateholders' Interest of each Series, each as set forth in Section 4.04the Supplement related to such Series. On each Determination Date, (i) Collections of Recoveries will be treated as Collections of Principal Receivables and allocated to the Certificateholders' Interest of each Series and (ii) Defaulted Receivables will be allocated to the Certificate-holders' Interest of each Series, each as set forth in the related Supplement. (c) Throughout the existence of the Trust, unless otherwise stated in any Supplement, the Servicer shall allocate to the Holder of the Transferor Certificate an amount equal to the product of (A) the Transferor's Percentage and (B) the aggregate amount of such Collections allocated to Principal Receivables and Finance Charge Receivables, respectively, in respect of each Monthly Period; provided, however, that, if the Transferor Amount (determined after giving effect to any payment of such amount and any Principal Receivables transferred to the Trust on such date and excluding the interest represented by any Supplemental Certificate), would otherwise be less than or equal to the Required Retained Transferor Amount, the Servicer will not distribute to the Holder of the Transferor Certificate any such amounts that otherwise would be distributed to the Holder of the Transferor Certificate, but notwithstanding shall deposit such funds in the Special Funding Account. Notwithstanding anything else in this Agreement to the contrary, with respect unless otherwise stated in any Supplement, the Servicer need not deposit this amount or any other amounts so allocated to the Transferor Certificate pursuant to any Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections Supplement into the Collection Account up and shall pay, or be deemed to pay, such amounts as collected to the Holder of the Transferor Certificate. The payments to be made to the Holder of the Transferor Certificate pursuant to this subsection 4.3(c) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.6 or 10.1, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 12.2 or payment of the purchase price for the Certificateholders' Interest of a specific Series pursuant to the related Supplement. (d) Throughout the existence of the Trust, unless otherwise stated in any Participation Supplement, the Servicer shall allocate to the holders of any Participations an amount equal to the product of (A) the related Participation Percentage and (B) the aggregate amount of such Collections required allocated to be deposited into any Series Account orPrincipal Receivables, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables Recoveries, respectively, and the aggregate amount of Defaulted Receivables and Miscellaneous Payments will be allocated Receivables, in each case, in respect of each Monthly Period. Notwithstanding anything in this Agreement to each Series on the basis of such Series’ Series Allocable Finance Charge Collectionscontrary, Series Allocable Principal Collectionsunless otherwise stated in any Participation Supplement, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and the Servicer need not deposit these amounts or any other amounts so allocated to any Participation pursuant to any Participation Supplement into the Collection Account and shall pay such amounts as collected to the holder of the related Participation. The payments to be made to the holder of any Participation pursuant to this subsection 4.3(d) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.6 or 10.1, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 12.2 or payment of the purchase price for the Certificateholders' Interest of a specific Series will not, except as specified in pursuant to the related Supplement, be available to the Investor Certificateholders of any other Series. Allocations thereof between the Certificateholders’ Interest and the Sellers’ Interest, among the Series in any Group and among the Classes in any Series shall be set forth in the related Supplement or Supplements.

Collections and Allocations. (a) The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second Business Day following the Date of Processing. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Citibank Household Finance Corporation remains the Servicer and maintains a certificate of deposit commercial paper rating of not less than A-1 or better by Standard & and Poor’s 's and P-1 by Moody’s's (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to each Rating Agency), and for five Business Days following any reduction or withdrawal of either any such rating, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon1:00 P.M., New York City time, on the each Distribution Date. Subject to the first proviso in Section 4.04, but notwithstanding anything else in this Agreement to the contrary, with respect to any Due Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Receivables and Miscellaneous Payments will be allocated . The Servicer may pay amounts due to each Series the Seller on the basis of following Deposit Date directly to the Seller and shall not be required to deposit such Series’ Series Allocable Finance Charge Collections, Series Allocable Principal Collections, Series Allocable Defaulted Amount and Series Allocable Miscellaneous Payments and amounts so allocated to any Series will not, except as specified in the related Supplement, be available Collection Account. Subject to the Investor Certificateholders of any other Series. Allocations thereof between second preceding sentence, the Certificateholders’ Interest Servicer may retain its Servicing Fee with respect to a Series and the Sellers’ Interest, among the Series in any Group and among the Classes in any Series shall not be set forth required to deposit it in the related Supplement or SupplementsCollection Account.