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 either (i) the Bank remains the Servicer and the Bank or an Affiliate of the Bank acceptable to the Rating Agencies 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 by Standard & Poor's and P-1 by Moody's and no Pay Out Event or Reinvestment Event shall have occurred or (ii) the Bank shall have 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 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank 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 4.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any 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, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest and the Transferor's Interest, among the Series 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. Except as otherwise provided below, the Servicer shall deposit Collections received with respect to a particular Pool into the Collection Account for such Pool 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 either any of the following conditions are satisfied: (i) the Conseco Bank Inc. remains the Servicer and the Bank or an Affiliate of the Bank acceptable to the Rating Agencies 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 commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's and no Pay Out Event or Reinvestment Event shall have occurred or 's, (ii) Conseco Bank Inc. remains the Bank Servicer, no Amortization Event, Reinvestment Event or Event of Default shall have made arrangements which satisfy occurred, Conseco Finance Corp., maintains a commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's, Conseco Bank Inc. remains a wholly-owned subsidiary of Conseco Finance Corp. (directly or indirectly) and, in the event that there is any material change in the financing relationship between Conseco Bank Inc. and Conseco Finance Corp., (A) Conseco Bank Inc. shall have notified each Rating Agency and (B) the Rating Agency ConditionCondition shall be satisfied with respect to such material change, or (iii) any other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, and for five Business Days following any reduction of any such rating or change 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 1:00 P.M.p.m., New York City time, on the Transfer Distribution Date following the Monthly Due Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank 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 4.4------- 8.05, but notwithstanding anything else in this Indenture or the Transfer and ---- Servicing Agreement to the contrary, with respect to any Monthly 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 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 direct the Indenture Trustee to withdraw the excess from the Collection AccountAccount and pay such amount 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. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the Series Allocable Finance Charge Collections of such SeriesTransferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest Holders of the Notes and the Transferor's InterestHolders of the Transferor Certificates, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements. On each Determination Date, after the amounts of all allocations have been determined (i) with respect to all outstanding Series and (ii) as provided for in any applicable Indenture Supplement, the Servicer may, with the consent of each Transferor, allocate any excess Collections which would otherwise be payable to the Transferors at such Transferor's direction to one or more of the outstanding Series subject to the following conditions: (i) on or before the fifth Business Day immediately preceding such allocation, the Servicer shall have given the Indenture Trustee and each Rating Agency notice of such allocation; (ii) the Rating Agency Condition shall have been satisfied with respect to such allocation; and (iii) the Servicer shall have delivered to the Indenture Trustee an Officer's Certificate, dated the date of such allocation, to the effect that the Servicer reasonably believes that such allocation will not have an Adverse Effect.

Collections and Allocations. (a) The Servicer will apply (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, or, if a Successor Servicer has been appointed, the Successor Servicer) shall receive from time to time funds from each Transferor in respect of Receivables and from each applicable Master Trust with respect to the Collateral Certificates pledged to the Trust. Upon receipt of any funds in respect of a Collateral Certificate or will instruct Receivables, unless otherwise specified herein, the Trustee to apply all funds on Servicer shall deposit such amounts in the Collection Account as described for the Asset Pool in this Article IV and in each Supplementwhich such Collateral Certificate or Receivables have been designated for inclusion, which amounts shall be applied by the applicable Collateral Agent, on behalf of the Indenture Trustee, for such Asset Pool pursuant to the Asset Pool Supplement for such Asset Pool. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account for the applicable Asset Pool 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 and shall deposit Collections received with respect to Collateral Certificates with respect to any Monthly Period into the Collection Account for the applicable Asset Pool no later than the First Note Transfer Date for the applicable Asset Pool in the next succeeding Monthly Period. Subject to In the express terms event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account for each applicable Asset Pool and in no such event shall the Servicer deposit any SupplementCollections thereafter into any account established, but notwithstanding anything else in this Agreement to held or maintained with the contrary, for so Servicer. For as long as either First USA remains the Servicer hereunder and (i) the Bank remains the no Servicer Rating Event shall have occurred and the Bank be continuing or an Affiliate (ii) First USA obtains a guarantee or letter of the Bank acceptable credit covering risk of collection with respect to the its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agencies maintains Agency) from a guarantor having a short-term credit 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 by at least "A-1" from Standard & Poor's and P-1 or "P-1" from ▇▇▇▇▇'▇ or "F1" from Fitch (or such other rating below "A-1" or "P-1," or to the extent rated by MoodyFitch, "F1," as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer's and no Pay Out Event or Reinvestment Event shall have occurred inability to satisfy the rating requirement specified in clause (i) or (ii) the Bank shall have made arrangements which above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the Rating Agency Conditionconditions specified in clause (i) or (ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. In To the event that neither of extent that, in accordance with this Section 3.01, the foregoing conditions is satisfied, then the Bank shall commence making daily deposits of Collections Servicer has retained amounts which would otherwise be required to be deposited into the a 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 4.4, but notwithstanding anything else in this Agreement to the contrary, or any Supplemental Bank Account with respect to any 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 shall be required to deposit Collections into such amounts in the applicable Collection Account up or such applicable Supplemental Bank Account on the related Note Transfer Date to the aggregate amount of Collections extent necessary to make required to be deposited into any Series Account or, without duplication, distributed distributions on or prior to the related Distribution Payment 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 for 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 AccountAsset Pool. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest and the Transferor's Interest, among the Series 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 either (i) the Bank Holdings remains the Servicer and the Bank Holdings or an Affiliate of the Bank Holdings acceptable to the Rating Agencies 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 by Standard & Poor's and P-1 by Moody's and no Pay Out Event or Reinvestment Event shall have occurred or (ii) the Bank 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 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank 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 4.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any 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, Receivables and Principal Receivables and Defaulted Receivables Amounts will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest and the Transferor's Interest, among the Series 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 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 Master Indenture or the Transfer and Servicing Agreement to the contrary, for so long as either if one or more of the following conditions is satisfied: (i) the Bank Nordstrom fsb remains the Servicer and Servicer; Nordstrom guarantees the Bank or an Affiliate performance of the Bank acceptable to Servicer's obligations (unless the Rating Agencies shall consent to the deletion of such guarantee) and achieves and 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 commercial paper rating of not less than A-1 by Standard & Poor's and P-1 's, not less than Prime-1 by Moody's and, if rated by Fitch, not less than F-1 by Fitch, and no Pay Out Event Nordstrom fsb remains a wholly owned subsidiary (directly or Reinvestment Event indirectly) of Nordstrom, Inc. and in the event that there is any material change in the financing relationship between Nordstrom fsb and Nordstrom, Inc., (A) Nordstrom fsb shall have occurred notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such material change, or (ii) the Bank shall have any other arrangements are made arrangements which satisfy such that the Rating Agency ConditionCondition is satisfied with respect thereto, and for two Business Days following any reduction of any such rating or change 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 1:00 P.M.p.m., New York City time, on the Transfer Date immediately preceding the Distribution Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank 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 4.48.05, but notwithstanding anything else in this Master Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any 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 AccountAccount 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, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis holders of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series Transferor Certificates in accordance with this Article and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest Holders of the Notes and the Transferor's Interestholders of the Transferor Certificates, among the Series and among the Classes in any 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 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 either (i) the Bank remains the Servicer and the Bank or an Affiliate of the Bank acceptable to the Rating Agencies 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 by Standard & Poor's and P-1 by Moody's and no Pay Out Event or Reinvestment Event shall have occurred or (ii) the Bank 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 1:00 P.M., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank 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 4.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any 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, Receivables and Principal Receivables and Defaulted Receivables Amounts will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest and the Transferor's Interest, among the Series 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. Except as otherwise provided below, the Servicer shall deposit Collections received with respect to a particular Pool into the Collection Account for such Pool 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 either any of the following conditions are satisfied: (i) the Bank Household Finance Corporation remains the Servicer and the Bank or an Affiliate of the Bank acceptable to the Rating Agencies 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 commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's and no Pay Out Event or Reinvestment Event shall have occurred or 's, (ii) Household Finance Corporation remains the Bank Servicer, no Amortization Event, Reinvestment Event or Event of Default shall have made arrangements which satisfy occurred, Household International maintains a commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's, Household Finance Corporation remains a wholly-owned subsidiary of Household International (directly or indirectly) and, in the event that there is any material change in the financing relationship between Household Finance Corporation and Household International, (A) Household Finance Corporation shall have notified each Rating Agency and (B) the Rating Agency ConditionCondition shall be satisfied with respect to such material change, or (iii) any other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, and for five Business Days following any reduction of any such rating or change 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 1:00 P.M., New York City time, on the Transfer Distribution Date following the Monthly Due Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank 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 4.48.05, but notwithstanding anything else in this ------------ Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any Monthly 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 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. 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 and Administrative Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series Transferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the CertificateholdersNoteholders' Interest Collateral and the Transferor's Interest, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements. On each Determination Date, after the amounts of all allocations have been determined (i) with respect to all outstanding Series and (ii) as provided for in any applicable Indenture Supplement, the Servicer may, with the consent of each Transferor, allocate any excess Collections which would otherwise be payable to the Transferor at its discretion to one or more of the outstanding Series subject to the following conditions: (i) on or before the fifth Business Day immediately preceding such allocation, the Servicer shall have given the Trustee and each Rating Agency notice of such allocation; (ii) the Rating Agency Condition shall have been satisfied with respect to such allocation; and (iii) the Servicer shall have delivered to the Trustee an Officer's Certificate, dated the date of such allocation, to the effect that the Servicer reasonably believes that such allocation will not have an Adverse Effect.

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 (2nd) Business Day following the Date date of Processingprocessing of such Collection by the applicable Subservicer, or if such Collection was received directly by the Servicer, the Servicer. 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 either as: (ia) no Early Amortization Event or Event of Default has occurred and is continuing; and (b) the Bank remains Servicer or, so long as the Performance Support Provider is guaranteeing the obligations of the Servicer and the Bank or an Affiliate of the Bank acceptable pursuant to the Rating Agencies Performance Support Agreement, the Performance Support Provider maintains a short-long term rating of not less than A-1 by Standard & Poor and P-1 by Moody's “A” or higher and a certificate of deposit short term rating of “R-1 (middle)” or higher from DBRS (it being understood that, in order to satisfy such rating requirement the Servicer or the Performance Support Provider itself, as applicable, must maintain such rating and such rating may not less than A-1 by Standard & Poor's and P-1 by Moody's and no Pay Out Event be based on the rating of any affiliate, credit support provider or Reinvestment Event shall have occurred or (ii) the Bank shall have made arrangements which satisfy the Rating Agency Conditionother Person), 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 1:00 P.M.11:00 a.m., New York City time, on the Transfer Business Day preceding each Payment Date following in an amount equal to the Monthly Period with respect Collections received during the related Collection Period. If the Servicer fails to which such make the deposit relates. In required by the event that neither 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 foregoing conditions is satisfied, then applicable amounts under the Bank 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 satisfiedPerformance Support Agreement. Subject to the first proviso in Section 4.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any 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 The Servicer may retain funds constituting Collections in an amount equal to its accrued and unpaid Servicing Fee with respect to a Series and shall not be required to deposit it such funds in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest and the Transferor's Interest, among the Series 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. 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 either any of the following conditions are satisfied: (i) the Bank ABC remains the Servicer and the Bank or an Affiliate of the Bank acceptable to the Rating Agencies 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 by Standard & Poor's and P-1 by Moody's and Servicer; (ii) no Pay Out Event or Reinvestment Event shall have occurred has occurred; or (iiiii) (A) ABC maintains a long or short term rating which is satisfactory to each Rating Agency, (B) Advanta Corp. has provided the Bank shall have made arrangements which satisfy Indenture Trustee with a performance guarantee covering the risk that the Servicer will not deposit Collections in the Collection Account as required herein and the Rating Agency ConditionCondition shall be satisfied with the respect to such arrangement, or (C) the Servicer delivers to the Indenture Trustee a letter of credit or other guaranty covering the risk that the Servicer will not deposit Collections in the Collection Account as required herein and the Rating Agency Condition shall be satisfied with respect to such arrangement, 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 1:00 P.M.p.m., New York City time, on the Transfer Payment Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank 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 4.48.05, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, with respect to any 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 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 withdraw the excess from the Collection AccountAccount and pay such amount to the Issuer to be distributed by the Issuer 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 Payment 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. (b) Collections of Finance Charge and Administrative Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis holders of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series Trust Beneficial Interests or Certificates in accordance with this Article VIII and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest Holders of the Notes and the Transferor's Interestholders of Trust Beneficial Interests or Certificates, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements.

Collections and Allocations. (a) The Servicer will apply (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, or, if a Successor Servicer has been appointed, the Successor Servicer) shall receive from time to time funds from each Transferor in respect of Receivables and from each applicable Master Trust with respect to the Collateral Certificates pledged to the Trust. Upon receipt of any funds in respect of a Collateral Certificate or will instruct Receivables, unless otherwise specified herein, the Trustee to apply all funds on Servicer shall deposit such amounts in the Collection Account as described for the Asset Pool in this Article IV and in each Supplementwhich such Collateral Certificate or Receivables have been designated for inclusion, which amounts shall be applied by the applicable Collateral Agent, on behalf of the Indenture Trustee, for such Asset Pool pursuant to the Asset Pool Supplement for such Asset Pool. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account for the applicable Asset Pool 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 and shall deposit Collections received with respect to Collateral Certificates with respect to any Monthly Period into the Collection Account for the applicable Asset Pool no later than the First Note Transfer Date for the applicable Asset Pool in the next succeeding Monthly Period. Subject to In the express terms event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account for each applicable Asset Pool and in no such event shall the Servicer deposit any SupplementCollections thereafter into any account established, but notwithstanding anything else in this Agreement to held or maintained with the contrary, for so Servicer. For as long as either First USA remains the Servicer hereunder and (i) the Bank remains the no Servicer Rating Event shall have occurred and the Bank be continuing or an Affiliate (ii) First USA obtains a guarantee or letter of the Bank acceptable credit covering risk of collection with respect to the its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agencies maintains Agency) from a guarantor having a short-term credit 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 by at least "A-1" from Standard & Poor's and P-1 by or "P-1" from Moody's and no Pay Out Event or Reinvestment Event shall "F1" from Fitch (or such other rating below "A-1" or "P-1," ▇▇ ▇o the extent rated by Fitch, "F1," as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have occurred been satisfied despite the Servicer's inability to satisfy the rating requirement specified in clause (i) or (ii) the Bank shall have made arrangements which above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the Rating Agency Conditionconditions specified in clause (i) or (ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. In To the event that neither of extent that, in accordance with this Section 3.01, the foregoing conditions is satisfied, then the Bank shall commence making daily deposits of Collections Servicer has retained amounts which would otherwise be required to be deposited into the a 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 4.4, but notwithstanding anything else in this Agreement to the contrary, or any Supplemental Bank Account with respect to any 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 shall be required to deposit Collections into such amounts in the applicable Collection Account up or such applicable Supplemental Bank Account on the related Note Transfer Date to the aggregate amount of Collections extent necessary to make required to be deposited into any Series Account or, without duplication, distributed distributions on or prior to the related Distribution Payment 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 for 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 AccountAsset Pool. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest and the Transferor's Interest, among the Series 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 shall allocate Group Available Funds to (i) each Trust Financing in the Trustee related Group in accordance with its Series Allocation Percentage and (ii) the Certificateholders in accordance with the Transferor Percentage for the related Group, in each case, on the first Determination Date following the Collection Period in which such amounts are received. Notwithstanding the foregoing, in the event that any Trust Financing related to apply a Group is in an Amortization Period, the Servicer shall allocate (i) the related Amortizing Series Group Available Funds to each Trust Financing related Group in an Amortization Period and (ii) all funds related Group Available Funds in excess of the Amortizing Series Group Available Funds (A) to each Trust Financing in the related Group not in an Amortization Period in accordance with its Series Allocation Percentage (calculated excluding all Trust Financings related to such Group in an Amortization Period) and (B) the Certificateholders in accordance with the Transferor Percentage for such Group (calculated excluding all Trust Financings related to such Group in an Amortization Period), in each case, on the first Determination Date following the Collection Period in which such amounts are received. Promptly following identification thereof, the Servicer shall direct the Paying Agent in writing to withdraw and pay amounts on deposit in the Collection Account as described in this Article IV that do not constitute Group Available Funds and in to distribute such amounts to the Servicer to be further distributed to the owner thereof. (b) On the Business Day preceding each Supplement. Except as otherwise provided belowPayment Date, the Servicer shall deposit Collections into direct the Paying Agent in writing to withdraw from the Collection Account and remit to the Distribution Account for each Series then Outstanding, an amount equal to the aggregate amount of related Group Available Funds allocated to such Series in accordance with Section 9.4(a) for the applicable Collection Period. On each Payment Date, the Servicer shall direct the Paying Agent in writing to withdraw from the Collection Account an amount equal to the aggregate amount of Group Available Funds for each Group allocated to the Certificateholders in accordance with the Transferor Percentage pursuant to Section 9.4(a) for the applicable Collection Period and remit such amount sequentially, as promptly as possible after follows: (i) first to the Master Collateral Agent, the Owner Trustee and the Asset Representations Reviewer, pro rata based on amounts due, the Transferor’s Percentage of the Master Collateral Agent Fee, the Owner Trustee Fee and the Asset Representations Reviewer Fee and the expenses and indemnities due to the Master Collateral Agent, the Owner Trustee and the Asset Representations Reviewer for such Payment Date and (ii) second, to the Equityholder, any remaining amounts. (c) The amount remitted to the Distribution Account for each Series pursuant to the preceding clause (b) shall be distributed on each Payment Date in accordance with the terms of Processing the Trust Financing Agreement for such Series. (d) On any Acquisition Date, the Trust (or the Servicer on its behalf) may, subject to any other restrictions in any Transaction Document or other Series Related Document, use Group Available Funds for the Group to which the related Receivables will be designated in an amount equal to the aggregate Receivables Cash Transfer Amount of the related Receivables to pay the Receivables Cash Transfer Amount for Receivables to be acquired by the Trust; provided, that (i) no amount of Group Available Funds shall be withdrawn from any Trust Financing Account to pay the Receivables Cash Transfer Amount and (ii) neither the Trust nor the Servicer shall make any such Collectionspayment unless, but in either such case: (i) no event has occurred and is continuing, or would result from such withdrawal, which constitutes (i) an Amortization Event or Potential Amortization Event for any Series related to the Group to which such Receivables will be designated, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the Group to which such Receivables will be designated or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date; (ii) immediately after giving effect to such acquisition of Receivables, the Trust shall be in compliance in all material respects with all representations, warranties and covenants under the Transaction Documents and the other Series Related Documents; (iii) the Servicer shall have delivered to the Depositor, the Trust, the Master Collateral Agent and each related Group Creditor Representative the related Acquisition Date Supplement no later than the second Business Day following the Payment Date of Processing. Subject related to the express terms Collection Period in which such Acquisition Date occurs; and (iv) the related Receivables are Eligible Receivables with respect to one or more related Group Series for which Credit Extensions are Outstanding as of any Supplementthe related Acquisition Date. Upon each withdrawal of or direction to withdraw Group Available Funds from the Collection Account pursuant to this Section 9.4(d), but notwithstanding anything else in this Agreement each of the Trust and the Servicer shall be deemed to represent and warrant to the contraryMaster Collateral Agent that each of the foregoing conditions have been satisfied with respect thereto. (e) The Trust (or the Servicer on its behalf) may, for subject to any other restrictions in any Transaction Document or other Series Related Document, (i) so long as either (i) the Bank remains the Servicer and the Bank or an Affiliate Group Available Funds in excess of the Bank acceptable to aggregate Series Monthly Payment Amount for all Group Series for the Rating Agencies 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 by Standard & Poor's and P-1 by Moody's and no Pay Out Event or Reinvestment Event shall have occurred or (ii) the Bank shall have 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 related Payment Date are on deposit in the Collection Account (after giving effect to any prepayment or distribution made pursuant to this clause (e)), use the Aggregate Non-Amortizing Series Allocation Percentage of related Group Available Funds in excess of the aggregate Series Monthly Payment Amount for all Group Series for the related Payment Date on deposit in the Collection Account to make a voluntary prepayment of any related Credit Extensions related to such Group, subject to the provisions of the related Trust Financing Agreement, (ii) (x) so long as Group Available Funds in excess of the aggregate Series Monthly Payment Amount for all related Group Series for the related Payment Date are on deposit in the Collection Account (after giving effect to any prepayment or distribution made pursuant to this clause (e)), distribute the cash portion of any Transfer Proceeds to or at the direction of the Equityholder and (y) distribute the portion of any Transfer Proceeds consisting of Securitization Equity to or at the direction of the Equityholder, which Transfer Proceeds (including any Securitization Equity) shall be distributed free and clear of the Lien of this Agreement or any other Transaction Document; provided, that (1) no amount of Group Available Funds or Transfer Proceeds shall be withdrawn from any Trust Financing Account to make any such prepayment or distribution and (2) neither the Trust nor the Servicer shall make any such prepayment or distribution unless: (i) no event has occurred and is continuing, or would result from such prepayment or distribution, which constitutes (i) an Amortization Event or Potential Amortization Event for any related Group Series, (ii) a Potential Default, Event of Default or Pool Balance Deficit for the related Group or (iii) a Servicer Termination Event or Potential Servicer Termination Event, in each case determined based on calculations as of the related Measurement Date; (ii) immediately available funds not later than 1:00 P.M.after giving effect to such prepayment or distribution, New York City timethe Trust shall be in compliance in all material respects with all representations, on warranties and covenants under the Transfer Date following Transaction Documents and the Monthly Period other Series Related Documents; and (iii) the Servicer shall have delivered to the Master Collateral Agent and each Creditor Representative, a report in form and substance reasonably acceptable to such Persons, setting forth a calculation of the Pool Balance and the Required Pool Balance with respect to which such deposit relatesthe related Group as of the related Measurement Date. In Upon each withdrawal of or direction to withdraw or distribute Group Available Funds or Transfer Proceeds (including any Securitization Equity) pursuant to this Section 9.4(e), each of the event Trust and the Servicer shall be deemed to represent and warrant to the Master Collateral Agent that neither each of the foregoing conditions is satisfied, then the Bank 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 4.4, but notwithstanding anything else in this Agreement to the contrary, satisfied with respect to any 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 Accountthereto. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest and the Transferor's Interest, among the Series 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 pursuant to the terms of the Transfer and Servicing Agreement (or, if the authority of the Servicer has been revoked pursuant to Section 10.01 of the Transfer and Servicing Agreement, the Indenture Trustee, or, if a Successor Servicer has been appointed, the Successor Servicer) shall instruct the Trustee Collateral Agent to apply all funds on deposit in the Collection Account as described in this Article IV III and in each Supplementany Indenture Supplement for any Series. Except as otherwise provided below, the Servicer pursuant to the terms of Transfer and Servicing Agreement shall deposit Collections with respect to the Asset Pool One Receivables into the Collection Account for Asset Pool One 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 and shall deposit Collections received with respect to the Asset Pool One Collateral Certificates with respect to any Monthly Period into the Collection Account for Asset Pool One no later than the First Note Transfer Date in the next succeeding Monthly Period. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Asset Pool One Supplement, the Indenture or the Transfer and Servicing Agreement to the contrary, for so as long as either Chase USA remains the Servicer under the Transfer and Servicing Agreement and (i) no Servicer Rating Event shall have occurred and be continuing or (ii) Chase USA obtains a guarantee or letter of credit covering risk of collection with respect to its deposit and payment obligations under the Bank remains the Servicer Transfer and the Bank or an Affiliate of the Bank acceptable Servicing Agreement (in form and substance satisfactory to the each Note Rating Agencies maintains Agency) from a guarantor having a short-term credit 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 by at least “A-1” from Standard & Poor's and P-1 ’s or “P-1” from ▇▇▇▇▇’▇ or “F1” from Fitch (or such other rating below “A-1” or “P-1” or, to the extent rated by Moody's and no Pay Out Event Fitch, “F1,” as the case may be, which is acceptable to such Note Rating Agency), or Reinvestment Event shall (iii) the Note Rating Agency Condition will have occurred been satisfied despite the Servicer’s inability to satisfy the rating requirement specified in clause (i) or (ii) the Bank shall have made arrangements which above, or (iv) for 5 Business Days following any reduction of any such rating or failure to satisfy the Rating Agency Conditionconditions specified in clause (i) or (ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Asset Pool One Notes to receive payments on the related Payment Date had the conditions of this sentence not applied, into the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. In To the event that neither of extent that, in accordance with this Section 3.1, the foregoing conditions is satisfied, then the Bank shall commence making daily deposits of Collections Servicer has retained amounts which would otherwise be required to be deposited 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 4.4, but notwithstanding anything else in this Agreement to the contrary, or any Supplemental Bank Account with respect to any 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 shall be required to deposit Collections such amounts in the Collection Account or such Supplemental Bank Account on the applicable Note Transfer Date to the extent necessary to make required distributions on the related Payment Date. Notwithstanding anything in this Asset Pool One Supplement to the contrary, unless otherwise specified in the Indenture or any Indenture Supplement, the Servicer need not deposit any amount allocated to be paid to any Transferor pursuant to the Indenture, this Asset Pool One Supplement or any applicable Indenture Supplement into the Collection Account up or any Supplemental Bank Account, but shall pay such amounts as collected 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 Accountapplicable Transferor. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest and the Transferor's Interest, among the Series 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 Agreement Indenture or the Transfer and Servicing Agreement[s] to the contrary, for so long as either (i) the Bank remains the Servicer and the Bank or an Affiliate of the Bank acceptable to the Rating Agencies 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 by Standard & Poor's and P-1 by Moody's and no Pay Out Event or Reinvestment Event shall have occurred or (ii) the Bank shall have 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 [1:00 P.M.p.m.], New York City time, on the Transfer Distribution Date following the Monthly Collection Period with respect to which such deposit relates. In , for so long as Ford Credit remains the event that neither Servicer and any of the foregoing following conditions is satisfied, then : (i) Ford Credit maintains a short-term debt rating of at least A-1 or its equivalent by each Rating Agency; (ii) Ford Credit arranges for and maintains a letter of credit or other form of enhancement in respect of the Bank shall commence making daily Servicer's obligations to make deposits of Collections into the Collection Account as provided above, within five Business Days that is acceptable in form and substance to each Rating Agency; or (iii) Ford Credit otherwise satisfies the Rating Agency Condition before ceasing daily deposits of the date on which neither of such conditions shall have been satisfiedCollections. Subject to the first proviso in Section 4.48.05(c), but notwithstanding anything else in this Agreement Indenture or the Transfer and Servicing Agreement[s] to the contrary, with respect to any Monthly Collection Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentencesentence in this subsection (b), (i1) 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 before the related Distribution Date to Investor Certificateholders Noteholders, to the Servicer (if Ford Credit is not the Servicer) or to any Series Enhancer pursuant to the terms of any Supplement Indenture Supplement, the Transfer and Servicing Agreement[s] or any Series Enhancement Agreement and (ii2) 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 (i1) 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 is not be required to deposit it in such fee into the Collection Account. (bc) Collections of Finance Charge Interest Receivables, Principal Receivables, Defaulted Receivables and Defaulted Receivables Miscellaneous Payments will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series Transferor Interest (pursuant to the Trust Agreement) in accordance with this Article VIII and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the CertificateholdersNoteholders' Interest Collateral and the Transferor's Transferor Interest, among the Series and among the Classes in any Series, shall will 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 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 either (i) the Bank remains the Servicer and the Bank or an Affiliate of the Bank acceptable to the Rating Agencies Pier 1 maintains a short-term debt rating of not less than A-1 "F-1" or better by Standard & Poor Fitch and P-1 "P-1" or better by Moody's and a certificate of deposit (or such other rating of not less than A-1 by Standard & Poor's and P-1 by Moody's and no Pay Out Event below "F-1" or Reinvestment Event shall have occurred "P-1", as th▇ ▇▇▇▇ may be, which is satisfactory to each Rating Agency), or (iiy) Pier 1 has provided to the Bank shall have made arrangements which satisfy Trustee a letter of credit 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 ConditionCondition 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 1:00 P.M.11:00 a.m., New York City time, on the related Transfer Date following Date. (b) On each Business Day for all purposes of this Agreement and each Supplement, the Monthly Period Servicer shall allocate all Collections received for any period between Finance Charge Collections and Principal Collections. 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 which such deposit relates. In Business Day minus Recoveries on such Business Day and (y) the event that neither sum of the foregoing conditions is satisfiedYield 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, then (i) Collections of Finance Charge Receivables will be allocated to the Bank 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 commence making daily deposits determine the aggregate amount of Finance Charge Collections into and Principal Collections for the Collection Account as provided above, within five Business Days preceding Monthly Period determined in each case in accordance with clause (y) of the date on which neither of such conditions shall have been satisfiedrespective definitions thereof. Subject to the first proviso in Section 4.4, but notwithstanding anything else in this Agreement to the contraryIf, with respect to any Monthly Period, whether 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 is required to make deposits of Collections pursuant 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 from amounts on deposit in the 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 second preceding sentenceMinimum Tra- nsferor Amount, (i) the Servicer will only not distribute to the Holder of the Exchangeable Transferor Certificate any such allocated amounts that other- wise would be required distributed to the Holder of the Exchangeable Transferor Certificate, but shall deposit Collections such funds in the Excess Funding Account. 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 Exchangeable Transferor Certificate pursuant to any 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 duplicationFinance Charge Receivables and Recoveries, distributed on or prior respectively, and the aggregate Defaulted Amount, in each case, in respect of each Monthly Period. Notwith- standing anything in this Agreement to the related Distribution Date to Investor Certificateholders or to contrary, unless otherwise stated in 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) aboveParticipation Supplement, 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 need not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series and 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 Section 4.3(d) do not apply to deposits to the Collection Account or other Series. Allocations amounts that do not represent Collections, including payment of the foregoing amounts between 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 and the Transferor's Interest, among the of a specific Series 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, if the authority of the Servicer has been revoked pursuant to Section 10.01 hereof, or, if a Successor Servicer has been appointed, the Successor Servicer) shall receive from time to time funds from each Transferor in respect of Receivables and from each applicable Master Trust with respect to the Collateral Certificates pledged to the Trust. Upon receipt of any funds in respect of a Collateral Certificate or will instruct Receivables, unless otherwise specified herein, the Trustee to apply all funds on Servicer shall deposit such amounts in the Collection Account as described for the Asset Pool in this Article IV and in each Supplementwhich such Collateral Certificate or Receivables have been designated for inclusion, which amounts shall be applied by the applicable Collateral Agent, on behalf of the Indenture Trustee, for such Asset Pool pursuant to the Asset Pool Supplement for such Asset Pool. Except as otherwise provided below, the Servicer shall deposit Collections with respect to Receivables into the Collection Account for the applicable Asset Pool 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 and shall deposit Collections received with respect to Collateral Certificates with respect to any Monthly Period into the Collection Account for the applicable Asset Pool no later than the First Note Transfer Date for the applicable Asset Pool in the next succeeding Monthly Period. Subject to In the express terms event of the insolvency of the Servicer, then, immediately upon the occurrence of such event and thereafter, the Servicer shall deposit all Collections into the Collection Account for each applicable Asset Pool and in no such event shall the Servicer deposit any SupplementCollections thereafter into any account established, but notwithstanding anything else in this Agreement to held or maintained with the contrary, for so Servicer. For as long as either Chase USA remains the Servicer hereunder and (i) the Bank remains the no Servicer Rating Event shall have occurred and the Bank be continuing or an Affiliate (ii) Chase USA obtains a guarantee or letter of the Bank acceptable credit covering risk of collection with respect to the its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agencies maintains Agency) from a guarantor having a short-term credit 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 by at least "A-1" from Standard & Poor's and P-1 or "P-1" from ▇▇▇▇▇'▇ or "F1" from Fitch (or such other rating below "A-1" or "P-1," or to the extent rated by MoodyFitch, "F1," as the case may be, which is acceptable to such Note Rating Agency), or (iii) the Note Rating Agency Condition will have been satisfied despite the Servicer's and no Pay Out Event or Reinvestment Event shall have occurred inability to satisfy the rating requirement specified in clause (i) or (ii) the Bank shall have made arrangements which above, or (iv) for five Business Days following any reduction of any such rating or failure to satisfy the Rating Agency Conditionconditions specified in clause (i) or (ii) above, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentenceparagraph, but may make a single deposit deposits in an amount equal to the net amount of such deposits and payments which would have been made with respect to Notes to receive payments on the related Payment Dates had the conditions of this sentence not applied, in the Collection Account in immediately available funds not later than 1:00 P.M.p.m., New York City time, on the each applicable Note Transfer Date following the Monthly Period with respect to which such deposit relates. In To the event that neither of extent that, in accordance with this Section 3.01, the foregoing conditions is satisfied, then the Bank shall commence making daily deposits of Collections Servicer has retained amounts which would otherwise be required to be deposited into the a 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 4.4, but notwithstanding anything else in this Agreement to the contrary, or any Supplemental Bank Account with respect to any 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 shall be required to deposit Collections into such amounts in the applicable Collection Account up or such applicable Supplemental Bank Account on the related Note Transfer Date to the aggregate amount of Collections extent necessary to make required to be deposited into any Series Account or, without duplication, distributed distributions on or prior to the related Distribution Payment 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 for 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 AccountAsset Pool. (b) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables will be allocated to each Series on the basis of the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest and the Transferor's Interest, among the Series 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. Except as otherwise provided below, the Servicer shall deposit Collections received with respect to a particular Pool into the Collection Account for such Pool 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 either any of the following conditions are satisfied: (i) the Bank Conseco Bank, Inc. remains the Servicer and the Bank or an Affiliate of the Bank acceptable to the Rating Agencies 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 commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's and no Pay Out Event or Reinvestment Event shall have occurred or 's, (ii) Conseco Bank, Inc. remains the Bank Servicer, no Amortization Event, Reinvestment Event or Event of Default shall have made arrangements which satisfy occurred, Conseco Finance Corp., maintains a commercial paper rating of not less than A-1 by Standard & Poor's and P-1 by Moody's, Conseco Bank, Inc. remains a wholly-owned subsidiary of Conseco Finance Corp. (directly or indirectly) and, in the event that there is any material change in the financing relationship between Conseco Bank, Inc. and Conseco Finance Corp., (A) Conseco Bank, Inc. shall have notified each Rating Agency and (B) the Rating Agency ConditionCondition shall be satisfied with respect to such material change, or (iii) any other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, and for five Business Days following any reduction of any such rating or change in ownership or the failure to meet any other 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 1:00 P.M.p.m., New York City time, on the Transfer Date following the Monthly Period with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then the Bank 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 4.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any 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, Principal Receivables and Defaulted Receivables will be allocated to each Series on of Notes and to the basis Trust for distribution to the holders of the Series Allocable Finance Charge Collections of such SeriesTransferors' Interest (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the Certificateholders' Interest Holders of the Notes and the Transferor's Holders of the Transferors' Interest, among the Series and among the Classes in any Series, shall be set forth in the related Indenture Supplement or Indenture Supplements. On each Determination Date, after the amounts of all allocations have been determined (i) with respect to all outstanding Series and (ii) as provided for in any applicable Indenture Supplement, the Servicer may, with the consent of each Transferor, allocate any excess Collections which would otherwise be payable to the Trust at the Transferors' direction to one or more of the outstanding Series subject to the following conditions: (i) on or before the fifth Business Day immediately preceding such allocation, the Servicer shall have given the Indenture Trustee and each Rating Agency notice of such allocation; (ii) the Rating Agency Condition shall have been satisfied with respect to such allocation; and (iii) the Servicer shall have delivered to the Indenture Trustee an Officer's Certificate, dated the date of such allocation, to the effect that the Servicer reasonably believes that such allocation will not have an Adverse Effect.

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 either (i) the Bank remains the Servicer and the Bank or an Affiliate of the Bank acceptable to the Rating Agencies 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 by Standard & Poor's and P-1 by Moody's and no Pay Out Event or Reinvestment Event shall have occurred or (ii) the Bank shall have 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 1:00 P.M.p.m., New York City time, on the Transfer Business Day preceding the Payment Date following the Monthly Collection Period with respect to which such deposit relates. In , for so long as NMAC remains the event that neither Servicer and any of the foregoing following conditions is satisfied, then : (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 Bank shall commence making daily Servicer's obligations to make deposits of Collections into the Collection Account as provided above, within five Business Days that is acceptable in form and substance to each Rating Agency; or (iii) NMAC otherwise satisfies the requirements of the date on which neither of each Rating Agency such conditions shall have been satisfied. Subject to the first proviso in Section 4.4, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make that its continued or renewed deposits of Collections pursuant to other than on a daily basis will not result in a failure or satisfy 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 AccountRating Agency Condition. (bc) Collections of Finance Charge Receivables, Principal Receivables and Defaulted Receivables 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 the Series Allocable Finance Charge Collections of such Series, Series Allocable Principal Collections of such Series and Series Allocable Defaulted Amount of such Series 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 of the foregoing amounts between the CertificateholdersNoteholders' Interest and the Transferor's Transferor Interest, among the Series and among the Classes in any Series, shall 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.