Common use of Collections and Allocations Clause in Contracts

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as the following conditions are satisfied: (A) (i) CCIA or CCIS remains the Servicer or the Servicer has a short-term debt rating of not less than A-1 by Standard & Poor’s and P-1 by Moody’s, and (ii) no Early Redemption Event or Event of Default shall have occurred or (B) other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 4:00 p.m., London time, on the Transfer Date following the Monthly Period for which such Collections were processed. Subject to the proviso in Section 4.02 and the express terms of any Indenture Supplement, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to any other Series. Allocations of the foregoing amounts among the Noteholders or any O/C Holder and the Series Enhancers, 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 will instruct the Indenture Trustee in writing 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 (2nd) 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 any of the following conditions are satisfied: (A) (i) CCIA or CCIS Household Finance Corporation remains the Servicer or the Servicer has and maintains a short-term debt commercial paper rating of not less than F1 by Fitch, P-1 by Moody's and A-1 by Standard & Poor’s and P-1 by Moody’s's, and (ii) Household Finance Corporation remains the Servicer, no Early Redemption Amortization Event, Reinvestment Event or Event of Default shall have occurred or occurred, the ultimate parent of Household Finance Corporation maintains a commercial paper rating of not less than F1 by Fitch, P-1 by Moody's and A-1 by Standard & Poor's, and, in the event that there is any material change in the financing relationship between Household Finance Corporation and its parent corporation, (A) Household Finance Corporation shall have notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such material change, or (iii) any other arrangements are made and written confirmation is received from the specified Rating Agency for which the above requirements are not satisfied such that the Rating Agency Condition is satisfied with respect theretoto that Rating Agency, 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 4:00 p.m.11:00 a.m., London New York City time, on the Transfer Distribution Date following the Monthly Due Period for with respect to which such Collections were processeddeposit relates. Subject to the first proviso in Section 4.02 and the express terms of any Indenture Supplement8.05, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, 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 Account and pay it such amount pursuant to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) terms of the Trust AgreementTransaction Documents. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the applicable Series Allocation Percentage of such Series Transferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Holders of the Notes and the Series EnhancersHolders 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 Transferor 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 Indenture Trustee in writing 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 which 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 SupplementTrustee, 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 (2nd) 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 Indenture 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 Chase USA remains the following conditions are satisfied: (A) Servicer hereunder and (i) CCIA no Servicer Rating Event shall have occurred and be continuing or CCIS remains the Servicer (ii) Chase USA obtains a guarantee or the Servicer has letter of credit covering risk of collection with respect to its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term debt credit 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 Moody’sFitch, and “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 inability to satisfy the rating requirement specified in clause (i) or (ii) no Early Redemption Event or Event of Default shall have occurred above, or (Biv) other arrangements are made for five Business Days following any reduction of any such that rating or failure to satisfy the Rating Agency Condition is satisfied with respect theretoconditions 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 4:00 1:00 p.m., London New York City time, on the each applicable Note Transfer Date following the Monthly Period for with respect to which such Collections were processeddeposit relates. Subject To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to the proviso in Section 4.02 and the express terms of be deposited into a Collection Account or any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection AccountAsset Pool. (b) Collections of Finance Charge Receivables and Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to any other Series. Allocations of the foregoing amounts among the Noteholders or any O/C Holder and the Series Enhancers, 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 will instruct the Indenture Trustee in writing 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 (2nd) 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 any of the following conditions are satisfied: (A) (i) CCIA or CCIS Conseco Bank, Inc. remains the Servicer or the Servicer has and maintains a short-term debt commercial paper rating of not less than A-1 by Standard & Poor’s 's and P-1 by Moody’s's, and (ii) Conseco Bank, Inc. remains the Servicer, no Early Redemption Amortization Event, Reinvestment Event or Event of Default shall have occurred 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 Condition 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 4:00 1:00 p.m., London New York City time, on the Transfer Date following the Monthly Period for which such Collections were processed. Subject to the proviso in Section 4.02 and the express terms of any Indenture Supplement, 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 which such 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Accountrelates. (b) Collections of Finance Charge Receivables, Principal Receivables and Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis Trust for distribution to the holders of the applicable Series Allocation Percentage of such Series Transferors' Interest (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Holders of the Notes and the Series EnhancersHolders 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, 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 Indenture Trustee in writing 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 which 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 SupplementTrustee, 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 (2nd) 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 Indenture 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 First USA remains the following conditions are satisfied: (A) Servicer hereunder and (i) CCIA no Servicer Rating Event shall have occurred and be continuing or CCIS remains the Servicer (ii) First USA obtains a guarantee or the Servicer has letter of credit covering risk of collection with respect to its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term debt credit 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’sFitch, and "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 inability to satisfy the rating requirement specified in clause (i) or (ii) no Early Redemption Event or Event of Default shall have occurred above, or (Biv) other arrangements are made for five Business Days following any reduction of any such that rating or failure to satisfy the Rating Agency Condition is satisfied with respect theretoconditions 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 4:00 1:00 p.m., London New York City time, on the each applicable Note Transfer Date following the Monthly Period for with respect to which such Collections were processeddeposit relates. Subject To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to the proviso in Section 4.02 and the express terms of be deposited into a Collection Account or any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection AccountAsset Pool. (b) Collections of Finance Charge Receivables and Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to any other Series. Allocations of the foregoing amounts among the Noteholders or any O/C Holder and the Series Enhancers, 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 Indenture Trustee in writing 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 which 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 SupplementTrustee, 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 (2nd) 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 Indenture 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 First USA remains the following conditions are satisfied: (A) Servicer hereunder and (i) CCIA no Servicer Rating Event shall have occurred and be continuing or CCIS remains the Servicer (ii) First USA obtains a guarantee or the Servicer has letter of credit covering risk of collection with respect to its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term debt credit rating of not less than A-1 by at least "A-1" from Standard & Poor’s and P-1 's or "P-1" from Moody's or "F1" from Fitch (or such other rating below "A-1" or "P-1," ▇▇ ▇o the extent rated by Moody’sFitch, and "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 inability to satisfy the rating requirement specified in clause (i) or (ii) no Early Redemption Event or Event of Default shall have occurred above, or (Biv) other arrangements are made for five Business Days following any reduction of any such that rating or failure to satisfy the Rating Agency Condition is satisfied with respect theretoconditions 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 4:00 1:00 p.m., London New York City time, on the each applicable Note Transfer Date following the Monthly Period for with respect to which such Collections were processeddeposit relates. Subject To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to the proviso in Section 4.02 and the express terms of be deposited into a Collection Account or any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection AccountAsset Pool. (b) Collections of Finance Charge Receivables and Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to any other Series. Allocations of the foregoing amounts among the Noteholders or any O/C Holder and the Series Enhancers, 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 Indenture Trustee in writing 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 which 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 SupplementTrustee, 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 (2nd) 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 Indenture 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 First USA remains the following conditions are satisfied: (A) Servicer hereunder and (i) CCIA no Servicer Rating Event shall have occurred and be continuing or CCIS remains the Servicer (ii) First USA obtains a guarantee or the Servicer has letter of credit covering risk of collection with respect to its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term debt credit rating of not less than A-1 by at least "A-1" from Standard & Poor’s and P-1 's or "P-1" from Moody's or "F1" from Fitch (or such other rating below "A-1" or "P-▇," ▇▇ to the extent rated by Moody’sFitch, and "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 inability to satisfy the rating requirement specified in clause (i) or (ii) no Early Redemption Event or Event of Default shall have occurred above, or (Biv) other arrangements are made for five Business Days following any reduction of any such that rating or failure to satisfy the Rating Agency Condition is satisfied with respect theretoconditions 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 4:00 1:00 p.m., London New York City time, on the each applicable Note Transfer Date following the Monthly Period for with respect to which such Collections were processeddeposit relates. Subject To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to the proviso in Section 4.02 and the express terms of be deposited into a Collection Account or any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection AccountAsset Pool. (b) Collections of Finance Charge Receivables and Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to any other Series. Allocations of the foregoing amounts among the Noteholders or any O/C Holder and the Series Enhancers, 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 will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided belowbelow and in each Supplement, the Servicer shall deposit Collections into the Collection Account as promptly as possible after no later than the second Business Day following the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, if Pier 1 or an Affiliate of Pier 1 remains the Servicer and (x) for so long as the following conditions are satisfied: (A) (i) CCIA or CCIS remains the Servicer or the Servicer has Pier 1 maintains a short-term debt rating of not less than A-1 "F-1" or better by Standard & Poor’s Fitch and P-1 "P-1" or better by Moody’s's (or such other rating below "F-1" or "P-1", and (ii) no Early Redemption Event or Event of Default shall have occurred as th▇ ▇▇▇▇ may be, which is satisfactory to each Rating Agency), or (By) other arrangements are made such Pier 1 has provided to the 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 Condition is satisfied with respect theretohas 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 4:00 p.m.11:00 a.m., London 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 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 such Business Day minus Recoveries on such Business Day and (y) the sum of the Yield Factor and the Discount Percentage in effect with respect to such Business Day and (ii) any investment earnings with respect to amounts on deposit in the Excess Funding Account on such Business Day and (iii) Recoveries on such Business Day shall be considered Finance Charge Collec- tions and the remainder of such Collections shall be considered Principal Collections. With respect to each day during each Monthly Period, (i) Collections of Finance Charge Receivables will be allocated to the Certificateholders' Interest of each Series, and (ii) Collections of Principal Receivables will be allocated to the Certificateholders' Interest of each Series, each as set forth in the Supplement related to such Series. On each Determination Date, the Servicer shall determine the aggregate amount of Finance Charge Collections and Principal Collections for the preceding Monthly Period for which such Collections were processeddetermined in each case in accordance with clause (y) of the respective definitions thereof. Subject to the proviso in Section 4.02 and the express terms of any Indenture Supplement, 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 duplication, distributed on or prior to the related Distribution Date to or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables will be allocated Recoveries, respectively, and the aggregate Defaulted Amount, in each case, in respect of each Monthly Period. Notwith- standing anything in this Agreement to each Series on the basis of contrary, unless otherwise stated in any Participation Supplement, the applicable Series Allocation Percentage of such Series and Servicer need not deposit these amounts or any other amounts so allocated to any Series will not, except Participation pursuant to any Participation Supplement into the Collection Account and shall pay such amounts as specified in collected to the holder of the related Indenture SupplementParticipation. The payments to be made to the holder of any Participation pursuant to this Section 4.3(d) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, be available to any other Series. Allocations including payment of the foregoing amounts among purchase price for Receivables pursuant to Section 2.6 or 10.1, proceeds from the Noteholders sale, disposition or any O/C Holder and 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 Enhancers, among the Series and among the Classes in any Series, shall be set forth in pursuant to the related Indenture Supplement or Indenture SupplementsSupplement.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as the following conditions are satisfied: (A) either (i) CCIA or CCIS the Bank remains the Servicer and the Bank or an Affiliate of the Servicer has Bank acceptable to the Rating Agencies maintains a short-term debt 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 's and P-1 by Moody’s, 's and (ii) no Early Redemption Pay Out Event or Reinvestment Event of Default shall have occurred or (Bii) other the Bank shall have otherwise made arrangements are made such that which satisfy the Rating Agency Condition is satisfied with respect theretoCondition, 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 4:00 p.m.1:00 P.M., London New York City time, on the Transfer Date following the Monthly Period for 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 were processedinto 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 4.02 and the express terms of any Indenture Supplement4.4, 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 or for the benefit of Noteholders or any O/C Holder Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust AgreementAccount. Subject to the second immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Amounts will be allocated to each Series on the basis of the applicable Series Allocation Percentage 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 Indenture Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Certificateholders' Interest and the Series EnhancersTransferor's Interest, 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 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 Indenture Trustee in writing Collateral Agent to apply all funds on deposit in the Collection Account as described in this Article IV III and in each any Indenture SupplementSupplement 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 (2nd) 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 Chase USA remains the following conditions are satisfied: (A) Servicer under the Transfer and Servicing Agreement and (i) CCIA no Servicer Rating Event shall have occurred and be continuing or CCIS remains (ii) Chase USA obtains a guarantee or letter of credit covering risk of collection with respect to its deposit and payment obligations under the Servicer or the Servicer has Transfer and Servicing Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term debt credit 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 Moody’sFitch, and “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 inability to satisfy the rating requirement specified in clause (i) or (ii) no Early Redemption Event or Event of Default shall have occurred above, or (Biv) other arrangements are made for 5 Business Days following any reduction of any such that rating or failure to satisfy the Rating Agency Condition is satisfied with respect theretoconditions 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 4:00 1:00 p.m., London New York City time, on the each applicable Note Transfer Date following the Monthly Period for with respect to which such Collections were processeddeposit relates. Subject To the extent that, in accordance with this Section 3.1, the Servicer has retained amounts which would otherwise be required to be deposited into the proviso in Section 4.02 and the express terms of Collection Account or any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Accountapplicable Transferor. (b) Collections of Finance Charge Receivables and Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to any other Series. Allocations of the foregoing amounts among the Noteholders or any O/C Holder and the Series Enhancers, 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 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 Indenture 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 Indenture Supplement, but notwithstanding Notwithstanding anything else in this Indenture or the Sale and Servicing Agreement to the contrary, for so long as the following conditions are satisfiedas: (A) (i) CCIA or CCIS remains the Servicer or the Servicer has a short-term debt rating of not less than A-1 by Standard & Poor’s and P-1 by Moody’s, and (iia) no Early Redemption Amortization Event or Event of Default shall have has occurred and is continuing; and (b) the Servicer or, so long as the Performance Support Provider is guaranteeing the obligations of the Servicer pursuant to the Performance Support Agreement, the Performance Support Provider maintains a long term rating of “A” or higher and a short term rating of “R-1 (B) 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 be based on the rating of any affiliate, credit support provider or other arrangements are made such that the Rating Agency Condition is satisfied with respect theretoPerson), 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 4:00 p.m.11:00 a.m., London New York City time, on the Transfer Business Day preceding each Payment Date following the Monthly Period for which such Collections were processed. Subject in an amount equal to the proviso in Section 4.02 and Collections received during the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly related Collection Period, whether . If the Servicer is required fails to make deposits of Collections pursuant to the first or deposit required by the second preceding sentencesentence by 11:00 a.m., (i) New York City time, on the Servicer will only be required to deposit Collections into Business Day preceding 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) abovePayment Date, the Servicer will be permitted to withdraw Indenture Trustee shall promptly make a claim for payment of the excess from applicable amounts under the Collection Account and pay it to the Issuer for application in accordance with the Trust Performance Support Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain 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 and Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to any other Series. Allocations of the foregoing amounts among the Noteholders or any O/C Holder and the Series Enhancers, 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 will instruct the Indenture Trustee in writing 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 (2nd) 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 any of the following conditions are satisfied: (A) (i) CCIA or CCIS ABC remains the Servicer or the Servicer has a short-term debt rating of not less than A-1 by Standard & Poor’s and P-1 by Moody’s, and Servicer; (ii) no Early Redemption Pay Out Event has occurred; or Event of Default shall have occurred (iii) (A) ABC maintains a long or short term rating which is satisfactory to each Rating Agency, (B) other arrangements are made such Advanta Corp. has provided the 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 Condition is 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 theretoto 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 4:00 1:00 p.m., London New York City time, on the Transfer Payment Date following the Monthly Period for with respect to which such Collections were processeddeposit relates. Subject to the first proviso in Section 4.02 and the express terms of any Indenture Supplement8.05, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, 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 Account and pay it such amount to the Issuer for application in accordance with to be distributed by the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly Issuer pursuant to the Transferor pursuant to subsection 3.04(a) terms of the Trust AgreementTransaction Documents. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis holders of the applicable Series Allocation Percentage of such Series Trust Beneficial Interests or Certificates in accordance with this Article VIII and each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Holders of the Notes and the Series Enhancersholders 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 will instruct the Indenture Trustee in writing 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 (2nd) 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 any of the following conditions are satisfied: (A) (i) CCIA or CCIS Household Finance Corporation remains the Servicer or the Servicer has and maintains a short-term debt commercial paper rating of not less than A-1 by Standard & Poor’s 's and P-1 by Moody’s's, and (ii) Household Finance Corporation remains the Servicer, no Early Redemption Amortization Event, Reinvestment Event or Event of Default shall have occurred 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 Condition 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 4:00 p.m.1:00 P.M., London New York City time, on the Transfer Distribution Date following the Monthly Due Period for with respect to which such Collections were processeddeposit relates. Subject to the first proviso in Section 4.02 and the express terms of any Indenture Supplement8.05, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust AgreementAccount. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the applicable Series Allocation Percentage of such Series Transferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Noteholders' Collateral and the Series EnhancersTransferor'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 or will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as the following conditions are satisfied: (A) either (i) CCIA or CCIS Holdings remains the Servicer and Holdings or an Affiliate of Holdings acceptable to the Servicer has Rating Agencies maintains a short-term debt 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 's and P-1 by Moody’s, 's and (ii) no Early Redemption Pay Out Event or Reinvestment Event of Default shall have occurred or (Bii) other Holdings shall have otherwise made arrangements are made such that which satisfy the Rating Agency Condition is satisfied with respect theretoCondition, 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 4:00 p.m.1:00 P.M., London New York City time, on the Transfer Date following the Monthly Period for with respect to which such deposit relates. In the event that neither of the foregoing conditions is satisfied, then Holdings shall commence making daily deposits of Collections were processedinto 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 4.02 and the express terms of any Indenture Supplement4.4, 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 or for the benefit of Noteholders or any O/C Holder Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust AgreementAccount. Subject to the second immediately preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables and Defaulted Amounts will be allocated to each Series on the basis of the applicable Series Allocation Percentage 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 Indenture Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Certificateholders' Interest and the Series EnhancersTransferor's Interest, 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 will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date 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 if one or more of the following conditions are is satisfied: (A) (i) CCIA or CCIS Nordstrom fsb remains the Servicer or Servicer; Nordstrom guarantees the Servicer has performance of the Servicer's obligations (unless the Rating Agencies shall consent to the deletion of such guarantee) and achieves and maintains a short-term debt 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's and, if rated by Fitch, not less than F-1 by Fitch, and Nordstrom fsb remains a wholly owned subsidiary (directly or 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 notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such material change, or (ii) no Early Redemption Event or Event of Default shall have occurred or (B) any other arrangements are made such that the Rating Agency Condition 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 4:00 1:00 p.m., London New York City time, on the Transfer Date immediately preceding the Distribution Date following the Monthly Period for with respect to which such Collections were processeddeposit relates. Subject to the first proviso in Section 4.02 and the express terms of any Indenture Supplement8.05, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to cause the Indenture Trustee to withdraw the excess from the Collection Account and pay it such amounts pursuant to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) terms of the Trust AgreementTransaction Documents. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis holders of the applicable Series Allocation Percentage of such Series Transferor Certificates in accordance with this Article and each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Holders of the Notes and the Series Enhancersholders 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 Indenture Trustee in writing 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 (2nd) 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 the following conditions are satisfied: (A) (i) CCIA or CCIS remains the Servicer or the Servicer has a short-term debt rating of not less than A-1 by Standard & Poor’s and P-1 by Moody’s, and (ii) no Early Redemption Event or Event of Default shall have occurred or (B) other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 4:00 [1:00 p.m.], London New York City time, on the Transfer Distribution Date following the Monthly Collection Period for with respect to which such deposit relates, for so long as Ford Credit remains the Servicer and any of the following conditions is satisfied: (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 Servicer's obligations to make deposits of Collections were processedinto the Collection Account 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 Collections. Subject to the proviso in Section 4.02 and the express terms of any Indenture Supplement8.05(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 or for Noteholders, to the benefit of Noteholders or any O/C Holder Servicer (if Ford Credit is not the Servicer) or to any Series Enhancer pursuant to the terms of any Indenture Supplement Supplement, the Transfer and Servicing Agreement[s] or any Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, 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 and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust AgreementAccount. Subject to the second 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 Principal 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 applicable Series Allocation Percentage of such Series Transferor Interest (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Noteholders' Collateral and the Series EnhancersTransferor 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 Indenture Trustee in writing 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 (2nd) 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 the following conditions are satisfied: (A) (i) CCIA or CCIS remains the Servicer or the Servicer has a short-term debt rating of not less than A-1 by Standard & Poor’s and P-1 by Moody’s, and (ii) no Early Redemption Event or Event of Default shall have occurred or (B) other arrangements are made such that the Rating Agency Condition is satisfied with respect thereto, the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 4:00 1:00 p.m., London New York City time, on the Transfer Business Day preceding the Payment Date following the Monthly Collection Period for which such Collections were processed. Subject to the proviso in Section 4.02 and the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Periodwhich such deposit relates, whether for so long as NMAC remains the Servicer and any of the following conditions is required satisfied: (i) NMAC's short-term unsecured debt obligations are rated of at least "P-1" by Moody's and "A-1" by Standard & Poor's (for so long as Moody's and Standard & Poor's are each Rating Agencies); (ii) NMAC arranges for and maintains a letter of credit or other form of enhancement in respect of the Servicer's obligations to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up that is acceptable in form and substance to each Rating Agency; or (iii) NMAC otherwise satisfies the aggregate amount requirements of each Rating Agency such that its continued or renewed deposits of Collections required to other than on a daily basis will not result in a failure or satisfy the Rating Agency Condition. (c) Amounts on deposit in the Excess Funding Account will be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement allocated and any excess shall be paid to the Issuer for application Noteholders entitled thereto in accordance with the Trust Agreement, this Article VIII and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreementeach Indenture Supplement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection Account. (b) Collections of Finance Charge Receivables and Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series and amounts Amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Noteholders' and the Series EnhancersTransferor 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.

Collections and Allocations. (a) The Servicer will apply or will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV 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 (2nd) 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 any of the following conditions are satisfied: (A) (i) CCIA or CCIS Household Finance Corporation remains the Servicer or the Servicer has and maintains a short-term debt commercial paper rating of not less than A-1 by Standard & Poor’s and 's, P-1 by Moody’s▇▇▇▇▇'▇ and F1 by Fitch, and (ii) Household Finance Corporation remains the Servicer, no Early Redemption Amortization Event, Reinvestment Event or Event of Default shall have occurred or occurred, the ultimate parent of Household Finance Corporation maintains a commercial paper rating of not less than A-1 by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and F1 by Fitch, and, in the event that there is any material change in the financing relationship between Household Finance Corporation and its parent corporation, (A) Household Finance Corporation shall have notified each Rating Agency and (B) the Rating Agency Condition 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 4:00 p.m.11:00 a.m., London New York City time, on the Transfer Date following the Monthly Due Period for with respect to which such Collections were processeddeposit relates. Subject to the first proviso in Section 4.02 and the express terms of any Indenture Supplement8.05, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, 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 Account and pay it such amount pursuant to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) terms of the Trust AgreementTransaction Documents. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the applicable Series Allocation Percentage of such Series Transferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Holders of the Notes and the Series EnhancersHolders 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 Transferor 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, each Controlling Entity 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 in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date date of Processingprocessing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Indenture or the Transfer and Servicing Agreement to the contrary, for so long as if one or more of the following conditions are is satisfied: (A) (i) CCIA or CCIS Nordstrom fsb remains the Servicer or Servicer; Nordstrom guarantees the Servicer has performance of the Servicer's obligations (unless the Rating Agencies shall consent to the deletion of such guarantee) and achieves and maintains a short-term debt 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's and, if rated by Fitch, not less than F1 by Fitch, and Nordstrom fsb remains a wholly-owned subsidiary (directly or indirectly) of Nordstrom and in the event that there is any material change in the financing relationship between Nordstrom fsb and Nordstrom, (A) Nordstrom fsb shall have notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such material change, or (ii) no Early Redemption Event or Event of Default shall have occurred or (B) any other arrangements are made such that the Rating Agency Condition 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 4:00 1:00 p.m., London New York City time, on the Transfer Date immediately preceding the Distribution Date following the Monthly Period for with respect to which such Collections were processeddeposit relates. Subject to the first proviso in Section 4.02 and the express terms of any Indenture Supplement8.05, 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 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to cause the Indenture Trustee to withdraw the excess from the Collection Account and pay it such amounts pursuant to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) terms of the Trust AgreementTransaction Documents. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis Holders of the applicable Series Allocation Percentage of such Series Transferor Certificates in accordance with this Article and each Indenture Supplement and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Holders of the Notes and the Series EnhancersHolders 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.or

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 Indenture Trustee in writing 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 which 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 SupplementTrustee, 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 (2nd) 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 Indenture 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 Chase USA remains the following conditions are satisfied: (A) Servicer hereunder and (i) CCIA no Servicer Rating Event shall have occurred and be continuing or CCIS remains the Servicer (ii) Chase USA obtains a guarantee or the Servicer has letter of credit covering risk of collection with respect to its deposit and payment obligations under this Agreement (in form and substance satisfactory to each Note Rating Agency) from a guarantor having a short-term debt credit 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’sFitch, and "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 inability to satisfy the rating requirement specified in clause (i) or (ii) no Early Redemption Event or Event of Default shall have occurred above, or (Biv) other arrangements are made for five Business Days following any reduction of any such that rating or failure to satisfy the Rating Agency Condition is satisfied with respect theretoconditions 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 4:00 1:00 p.m., London New York City time, on the each applicable Note Transfer Date following the Monthly Period for with respect to which such Collections were processeddeposit relates. Subject To the extent that, in accordance with this Section 3.01, the Servicer has retained amounts which would otherwise be required to the proviso in Section 4.02 and the express terms of be deposited into a Collection Account or any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust Agreement. Subject to the second preceding sentence, the Servicer may retain its Servicing Fee with respect to a Series and shall not be required to deposit it in the Collection AccountAsset Pool. (b) Collections of Finance Charge Receivables and Principal Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage of such Series and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to any other Series. Allocations of the foregoing amounts among the Noteholders or any O/C Holder and the Series Enhancers, 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 will instruct the Indenture Trustee in writing 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 (2nd) 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 any of the following conditions are satisfied: (A) (i) CCIA or CCIS Household Finance Corporation remains the Servicer or the Servicer has and maintains a short-term debt commercial paper rating of not less than A-1 by Standard & Poor’s and 's, P-1 by Moody’s▇▇▇▇▇'▇ and F-1 by Fitch, and (ii) Household Finance Corporation remains the Servicer, no Early Redemption Amortization Event, Reinvestment Event or Event of Default shall have occurred occurred, Household International maintains a commercial paper rating of not less than A-1 by Standard & Poor's, P-1 by ▇▇▇▇▇'▇ and F-1 by Fitch, 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 Condition 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 4:00 1:00 p.m., London New York City time, on the Transfer Distribution Date following the Monthly Due Period for with respect to which such Collections were processeddeposit relates. Subject to the first proviso in Section 4.02 and the express terms of any Indenture Supplement8.05, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, 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 Account and pay it such amount pursuant to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) terms of the Trust AgreementTransaction Documents. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the applicable Series Allocation Percentage of such Series Transferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Holders of the Notes and the Series EnhancersHolders 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 Transferor 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 will instruct the Indenture Trustee in writing 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 (2nd) 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 any of the following conditions are satisfied: (A) (i) CCIA or CCIS Household Finance Corporation remains the Servicer or the Servicer has and maintains a short-term debt commercial paper rating of not less than F1 by Fitch, P-1 by ▇▇▇▇▇'▇ and A-1 by Standard & Poor’s and P-1 by Moody’s's, and (ii) Household Finance Corporation remains the Servicer, no Early Redemption Amortization Event, Reinvestment Event or Event of Default shall have occurred or occurred, the ultimate parent of Household Finance Corporation maintains a commercial paper rating of not less than F1 by Fitch, P-1 by ▇▇▇▇▇'▇ and A-1 by Standard & Poor's, and, in the event that there is any material change in the financing relationship between Household Finance Corporation and its parent corporation, (A) Household Finance Corporation shall have notified each Rating Agency and (B) the Rating Agency Condition shall be satisfied with respect to such material change, or (iii) any other arrangements are made and written confirmation is received from the specified Rating Agency for which the above requirements are not satisfied such that the Rating Agency Condition is satisfied with respect theretoto that Rating Agency, 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 4:00 p.m.11:00 a.m., London New York City time, on the Transfer Distribution Date following the Monthly Due Period for with respect to which such Collections were processeddeposit relates. Subject to the first proviso in Section 4.02 and the express terms of any Indenture Supplement8.05, 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, 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 Account and pay it such amount pursuant to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) terms of the Trust AgreementTransaction Documents. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the applicable Series Allocation Percentage of such Series Transferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Holders of the Notes and the Series EnhancersHolders 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 Transferor 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 will instruct the Indenture Trustee in writing to apply all funds on deposit in the Collection Account as described in this Article IV and in each Indenture Supplement. Except as otherwise provided below, the Servicer shall deposit Collections into the Collection Account as promptly as possible after the Date of Processing of such Collections, but in no event later than the second (2nd) Business Day following the Date of Processing. Subject to the express terms of any Indenture Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as the following conditions are satisfied: (A) either (i) CCIA or CCIS the Bank remains the Servicer and the Bank or an Affiliate of the Servicer has Bank acceptable to the Rating Agencies maintains a short-term debt 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 's and P-1 by Moody’s, 's and (ii) no Early Redemption Pay Out Event or Reinvestment Event of Default shall have occurred or (Bii) other the Bank shall have made arrangements are made such that which satisfy the Rating Agency Condition is satisfied with respect theretoCondition, 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 4:00 p.m.1:00 P.M., London New York City time, on the Transfer Date following the Monthly Period for 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 were processedinto 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 4.02 and the express terms of any Indenture Supplement4.4, 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 or for the benefit of Noteholders or any O/C Holder Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, Agreement and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer will be permitted to withdraw the excess from the Collection Account and pay it to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) of the Trust AgreementAccount. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on the basis of the applicable Series Allocation Percentage 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 Indenture Supplement, be available to the Investor Certificateholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Certificateholders' Interest and the Series EnhancersTransferor's Interest, 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 will instruct the Indenture Trustee in writing 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 (2nd) 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 any of the following conditions are satisfied: (A) (i) CCIA or CCIS Conseco Bank Inc. remains the Servicer or the Servicer has and maintains a short-term debt commercial paper rating of not less than A-1 by Standard & Poor’s 's and P-1 by Moody’s's, and (ii) Conseco Bank Inc. remains the Servicer, no Early Redemption Amortization Event, Reinvestment Event or Event of Default shall have occurred 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 Condition 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 4:00 1:00 p.m., London New York City time, on the Transfer Distribution Date following the Monthly Due Period for with respect to which such Collections were processeddeposit relates. Subject to the first proviso in Section 4.02 and the express terms of any Indenture Supplement------- 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 or for the benefit of Noteholders or any O/C Holder or to any Series Enhancer pursuant to the terms of any Indenture Supplement or Series Enhancement and any excess shall be paid to the Issuer for application in accordance with the Trust Agreement, 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 Account and pay it such amount pursuant to the Issuer for application in accordance with the Trust Agreement. The Servicer hereby acknowledges that any payments referenced in the immediately preceding sentence shall be paid directly to the Transferor pursuant to subsection 3.04(a) terms of the Trust AgreementTransaction Documents. Subject to the second 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 Principal Defaulted Receivables will be allocated to each Series on of Notes and to the basis Owner Trustee for distribution to the holders of the applicable Series Allocation Percentage of such Series Transferor Certificates (pursuant to the Trust Agreement) in accordance with this Article VIII and each Indenture Supplement, and amounts so allocated to any Series will not, except as specified in the related Indenture Supplement, be available to the Noteholders of any other Series. Allocations of the foregoing amounts among between the Noteholders or any O/C Holder Holders of the Notes and the Series EnhancersHolders 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.